e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
Commission file number 001-2979
WELLS FARGO & COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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41-0449260
(I.R.S. Employer
Identification No.) |
420 Montgomery Street, San Francisco, California 94163
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: 1-866-249-3302
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
Yes þ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer þ
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Accelerated filer ¨
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Non-accelerated filer ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes ¨ No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Shares Outstanding |
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April 30, 2007 |
Common stock, $1-2/3 par value |
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3,339,747,324 |
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FORM 10-Q
CROSS-REFERENCE INDEX
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PART I |
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Item 1. |
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Financial Statements |
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Page
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28 |
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29 |
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30 |
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31 |
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32 |
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Item 2. |
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Managements Discussion and Analysis of Financial Condition and Results of Operations (Financial Review) |
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2 |
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3 |
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6 |
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7 |
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13 |
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14 |
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14 |
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23 |
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Item 3. |
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Quantitative and Qualitative Disclosures About Market Risk |
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17 |
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Item 4. |
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27 |
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PART II |
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Item 1A. |
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25 |
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Item 2. |
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66 |
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Item 6. |
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66 |
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Signature |
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66 |
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Exhibit Index |
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67 |
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1
PART I FINANCIAL INFORMATION
FINANCIAL
REVIEW
SUMMARY FINANCIAL DATA
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% Change |
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Quarter ended |
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Mar. 31, 2007 from |
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Mar. 31 |
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Dec. 31 |
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Mar. 31 |
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Dec. 31 |
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Mar. 31 |
, |
($ in millions, except per share amounts) |
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2007 |
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2006 |
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2006 |
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2006 |
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2006 |
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For the Quarter |
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Net income |
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$ |
2,244 |
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$ |
2,181 |
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$ |
2,018 |
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3 |
% |
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11 |
% |
Diluted earnings per common share |
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0.66 |
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0.64 |
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0.60 |
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3 |
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10 |
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Profitability ratios (annualized): |
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Net income to average total assets (ROA) |
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1.89 |
% |
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1.79 |
% |
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1.72 |
% |
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6 |
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10 |
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Net income to average stockholders equity (ROE) |
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19.65 |
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18.99 |
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19.89 |
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3 |
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(1 |
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Efficiency ratio (1) |
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58.5 |
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57.5 |
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59.3 |
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2 |
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(1 |
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Total revenue |
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$ |
9,441 |
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$ |
9,413 |
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$ |
8,555 |
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10 |
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Dividends declared per common share |
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0.28 |
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0.28 |
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0.26 |
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8 |
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Average common shares outstanding |
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3,376.0 |
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3,379.4 |
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3,358.3 |
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1 |
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Diluted average common shares outstanding |
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3,416.1 |
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3,424.0 |
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3,395.7 |
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1 |
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Average loans |
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$ |
321,429 |
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$ |
312,166 |
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$ |
311,132 |
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3 |
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3 |
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Average assets |
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482,105 |
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482,585 |
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475,195 |
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1 |
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Average core deposits (2) |
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290,586 |
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283,790 |
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257,466 |
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2 |
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13 |
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Average retail core deposits (3) |
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223,729 |
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220,025 |
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213,876 |
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2 |
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5 |
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Net interest margin |
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4.95 |
% |
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4.93 |
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4.85 |
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2 |
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At Quarter End |
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Securities available for sale |
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$ |
45,443 |
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$ |
42,629 |
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$ |
51,195 |
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7 |
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(11 |
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Loans |
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325,487 |
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319,116 |
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306,676 |
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2 |
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6 |
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Allowance for loan losses |
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3,772 |
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3,764 |
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3,845 |
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(2 |
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Goodwill |
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11,275 |
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11,275 |
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11,050 |
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2 |
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Assets |
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485,901 |
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481,996 |
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492,428 |
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1 |
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(1 |
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Core deposits (2) |
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296,469 |
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288,068 |
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263,136 |
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3 |
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13 |
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Stockholders equity |
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46,135 |
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45,876 |
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41,961 |
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1 |
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10 |
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Tier 1 capital (4) |
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36,476 |
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36,808 |
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32,758 |
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(1 |
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11 |
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Total capital (4) |
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50,733 |
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51,427 |
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45,331 |
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(1 |
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12 |
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Capital ratios: |
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Stockholders equity to assets |
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9.49 |
% |
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9.52 |
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8.52 |
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11 |
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Risk-based capital (4) |
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Tier 1 capital |
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8.70 |
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8.95 |
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8.30 |
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(3 |
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5 |
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Total capital |
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12.10 |
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12.50 |
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11.49 |
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(3 |
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5 |
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Tier 1 leverage (4) |
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7.83 |
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7.89 |
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7.13 |
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(1 |
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10 |
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Book value per common share |
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$ |
13.77 |
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$ |
13.58 |
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$ |
12.50 |
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1 |
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10 |
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Team members (active, full-time equivalent) |
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159,600 |
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158,000 |
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152,000 |
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1 |
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5 |
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Common Stock Price |
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High |
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$ |
36.64 |
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$ |
36.99 |
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$ |
32.76 |
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(1 |
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12 |
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Low |
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33.01 |
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34.90 |
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30.31 |
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(5 |
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9 |
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Period end |
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34.43 |
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35.56 |
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31.94 |
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(3 |
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8 |
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(1) |
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The efficiency ratio is noninterest expense divided by total revenue (net interest
income and noninterest income). |
(2) |
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Core deposits are noninterest-bearing deposits, interest-bearing checking, savings
certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep
balances). During 2006, certain customer accounts (largely Wholesale Banking) were converted
to deposit balances in the form of Eurodollar sweep accounts from off-balance sheet money
market funds and repurchase agreements. Included in average core deposits were converted
balances of $9,888 million, $8,888 million and $1,234 million for the quarters ended March 31,
2007, December 31, 2006, and March 31, 2006, respectively. Average core deposits increased 10%
from first quarter 2006 and 9% (annualized) from fourth quarter 2006, not including these
converted balances. |
(3) |
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Retail core deposits are total core deposits excluding Wholesale Banking core deposits and
retail mortgage escrow deposits. |
(4) |
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See Note 19 (Regulatory and Agency Capital Requirements) to Financial Statements for additional information. |
2
This Report on Form 10-Q for the quarter ended March 31, 2007, including the Financial Review
and the Financial Statements and related Notes, has forward-looking statements, which may include
forecasts of our financial results and condition, expectations for our operations and business, and
our assumptions for those forecasts and expectations. Do not unduly rely on forward-looking
statements. Actual results might differ significantly from our forecasts and expectations due to
several factors. Some of these factors are described in the Financial Review and in the Financial
Statements and related Notes. For a discussion of other factors, refer to the Risk Factors
section in this Report and to the Risk Factors and Regulation and Supervision sections of our
Annual Report on Form 10-K for the year ended December 31, 2006 (2006 Form 10-K), filed with the
Securities and Exchange Commission (SEC) and available on the
SECs website at www.sec.gov.
OVERVIEW
Wells Fargo & Company is a $486 billion diversified financial services company providing banking,
insurance, investments, mortgage banking and consumer finance through banking stores, the internet
and other distribution channels to consumers, businesses and institutions in all 50 states of the
U.S. and in other countries. We ranked fifth in assets and fourth in market value of our common
stock among U.S. bank holding companies at March 31, 2007. When we refer to the Company, we,
our or us in this Report, we mean Wells Fargo & Company and Subsidiaries (consolidated). When
we refer to the Parent, we mean Wells Fargo & Company.
In first quarter 2007, we achieved record diluted earnings per share of $0.66, up 10% from a year
ago, and record net income of $2.24 billion, up 11% from a year ago. Our first quarter 2007 results
reflected the balance across our broadly diverse business segments, continued improvement in
operating margins, and a modest decline in net credit losses from fourth quarter 2006 levels. In
terms of business performance, growth was once again well balanced between consumer and commercial
with most of our 80 plus businesses producing double-digit earnings or revenue growth in the
quarter. In terms of operating margins, net interest margin improved to 4.95%, up 10 basis points
from a year ago; return on assets, which includes credit costs, improved to 1.89%, up 17 basis
points from a year ago; operating leverage was positive with revenue growth of 10% exceeding 9%
expense growth; and return on equity remained strong at 19.65%, among the best in the industry.
Earnings growth and operating margins were solid and improved in first quarter 2007, despite an
increase in nonperforming assets and credit charge-offs from a year ago, reflecting in large part
our ongoing discipline in managing our businesses and balance sheet for industry-leading
risk-adjusted returns.
Our vision is to satisfy all our customers financial needs, help them succeed financially, be
recognized as the premier financial services company in our markets and be one of Americas great
companies. Our primary strategy to achieve this vision is to increase the number of products our
customers buy from us and to give them all of the financial products that fulfill their needs. Our
cross-sell strategy and diversified business model facilitate growth in strong and weak economic
cycles, as we can grow by expanding the number of products our current customers have with us. Our
average retail banking household now has a record 5.3 products with us. Our goal is eight products
per customer, which is currently half of our estimate of potential demand. Our core products grew
this quarter compared with a year ago, with average loans up 3%, average core deposits up 13% and
assets managed and administered up 26%.
3
We believe it is important to maintain a well-controlled environment as we continue to grow our
businesses. We manage our credit risk by setting risk-adjusted credit policies for underwriting,
while continuously monitoring and reviewing the performance of our loan portfolio. We maintain a
well-diversified loan portfolio, measured by industry, geography and product type. We manage the
interest rate and market risks inherent in our asset and liability balances within prudent ranges,
while ensuring adequate liquidity and funding. Our stockholder value has increased over time due to
customer satisfaction, strong financial results, investment in our businesses, consistent execution
of our business model and the management of our business risks.
Our financial results included the following:
Net income for first quarter 2007 increased 11% to $2.24 billion from $2.02 billion for first
quarter 2006. Diluted earnings per share for first quarter 2007 increased 10% to $0.66, from $0.60
for first quarter 2006. Return on average assets (ROA) was 1.89% and return on average
stockholders equity (ROE) was 19.65% for first quarter 2007.
Net interest income on a taxable-equivalent basis increased 3% to $5.04 billion for first quarter
2007 from $4.89 billion for first quarter 2006 driven by a 1% increase in average earning assets
and a 10 basis point increase in the net interest margin. The net interest margin was 4.95% for
first quarter 2007, compared with 4.85% for first quarter 2006. The completion of the sales of
adjustable rate mortgages (ARMs) and lower-yielding investment securities last year reduced the
earning asset growth rate year over year, but helped increase the net interest margin. Net interest
margin continued to benefit from growth in core deposits.
Noninterest income increased 20% to $4.43 billion for first quarter 2007, from $3.69 billion for
first quarter 2006. Growth in fee income was strong, reflecting our ongoing success in
cross-selling products and services to both consumer and commercial relationships. Deposit service
fees rose 10% reflecting solid growth in deposit balances and accounts; trust and investment fees
rose 10% reflecting increases in equity/bond markets from a year ago and success in building new
wealth management relationships; debit and credit card fees rose 22% reflecting deeper customer
penetration rates and increased activity; insurance fees rose 10%
reflecting higher revenue; and
mortgage banking fee income was higher due to increased originations and a 41% increase in gross
servicing income, including the $140 billion servicing portfolio acquired last year. In line with
our asset/liability management process, we sold $4 billion of our lowest-yielding bonds in first
quarter 2007 at a gain of $29 million.
Revenue, the sum of net interest income and noninterest income, grew $886 million, or 10%, to $9.44
billion in first quarter 2007 from $8.56 billion in first quarter 2006. Community Banking and
Wholesale Banking revenue growth was 12% and 15%, respectively, reflecting the strength and balance
of our business model. Businesses with double-digit, or near double-digit, year-over-year revenue
growth included commercial banking, asset-based lending, asset management, international/trade
finance, capital markets, real estate brokerage, business direct, wealth management, card services,
home equity lending, personal credit management, corporate trust, and home mortgage. Year-over-year
revenue growth was driven by growth in net interest income and particularly strong increases in fee
income across products and services, reflecting continued growth in cross-sell. Given the
deterioration in the nonprime mortgage market during first quarter 2007, we took a number of
actions that reduced revenue by approximately $90 million
4
(pre tax), including reducing the carrying value of all nonprime loans in our mortgage warehouse
and providing for additional estimated early payment default losses on securitized mortgages. In
addition, given the decline in mortgage rates during the quarter, revenue was reduced by $34
million (pre tax) reflecting the decline in the value of mortgage servicing rights (MSRs) net of
hedging.
Noninterest expense was $5.53 billion for first quarter 2007, up $452 million, or 9%, from first
quarter 2006. The increase was primarily driven by continued investment in our businesses, both
additional sales personnel and new stores. During first quarter 2007, we opened 18 regional banking
stores, added 57 new webATM® machines and converted 151 ATMs in Central California to
Envelope-FreeSM webATM machines to better serve our customers. Expenses in first quarter
2007 included $50 million of stock option expense, $29 million of seasonal FICA expenses and $16
million of integration costs.
Net charge-offs for first quarter 2007 were $715 million (0.90% of average loans outstanding,
annualized), compared with $726 million (0.92%) during fourth quarter 2006 and $433 million (0.56%)
during first quarter 2006, which was positively impacted by historically low personal bankruptcies
after the fourth quarter 2005 bankruptcy spike caused by the then impending change in the
bankruptcy law. Auto related losses for first quarter 2007, while still at historically elevated
levels, declined from third and fourth quarter 2006 due to our intensive management efforts, in
both collections and underwriting, along with seasonality. Losses remained at predicted levels in
our consumer unsecured and small business portfolios, and we continued to experience historically
low losses in our commercial portfolios. Home equity losses have increased due to current real
estate market conditions, including stress in certain regional markets, along with underperformance
in home equity loans acquired from correspondents. We have tightened our underwriting standards and
focused additional collections resources on targeted portfolio segments. During 2007, we expect
higher but manageable losses in the home equity portfolio.
The allowance for credit losses, which consists of the allowance for loan losses and the reserve
for unfunded credit commitments, was $3.96 billion, or 1.22% of total loans, at March 31, 2007,
compared with $3.96 billion, or 1.24%, at December 31, 2006, and $4.03 billion, or 1.31%, at March
31, 2006.
Total nonaccrual loans were $1.75 billion, or 0.54% of total loans, at March 31, 2007, compared
with $1.67 billion, or 0.52%, at December 31, 2006, and $1.39 billion, or 0.45%, at March 31, 2006.
Total nonperforming assets (NPAs) were $2.67 billion, or 0.82% of total loans, at March 31, 2007,
compared with $2.42 billion, or 0.76%, at December 31, 2006, and $1.85 billion, or 0.60%, at March
31, 2006. Foreclosed assets were $909 million at March 31, 2007, compared with $745 million at
December 31, 2006, and $455 million at March 31, 2006. Foreclosed assets, a component of total
NPAs, included $381 million, $322 million and $227 million of foreclosed real estate securing
Government National Mortgage Association (GNMA) loans at March 31, 2007, December 31, 2006 and
March 31, 2006, respectively, consistent with regulatory reporting requirements. The foreclosed
real estate securing GNMA loans of $381 million represented 12 basis points of the ratio of
nonperforming assets to loans at March 31, 2007. Both principal and interest for GNMA loans secured
by the foreclosed real estate are fully collectible because the GNMA loans are insured by the
Federal Housing Administration (FHA) or guaranteed by the Department of Veterans Affairs.
Commercial nonperforming assets continued at historically low levels, and our loan impairment
5
analysis indicated only modest loss potential. We are constantly
monitoring residential mortgage and auto nonperforming levels and have active programs to determine
the best strategy to hold and workout or sell these assets.
The Company and each of its subsidiary banks continued to remain well-capitalized. During first
quarter 2007 we repurchased $1.6 billion of our common stock. The ratio of stockholders equity to
total assets was 9.49% at March 31, 2007, 9.52% at December 31, 2006, and 8.52% at March 31, 2006.
Our total risk-based capital (RBC) ratio at March 31, 2007,
was 12.10% and our Tier 1 RBC ratio was
8.70%, exceeding the minimum regulatory guidelines of 8% and 4%, respectively, for bank holding
companies. Our RBC ratios at March 31, 2006, were 11.49% and 8.30%, respectively. Our Tier 1
leverage ratios were 7.83% and 7.13% at March 31, 2007 and 2006, respectively, exceeding the
minimum regulatory guideline of 3% for bank holding companies.
Current Accounting Developments
On January 1, 2007, we adopted the following new accounting pronouncements:
|
|
|
FIN 48 Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109; |
|
|
|
FSP 13-2 FASB Staff Position 13-2, Accounting for a Change or Projected Change in the
Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction; |
|
|
|
FAS 155 Statement of Financial Accounting Standards No. 155, Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140; |
|
|
|
FAS 157, Fair Value Measurements; and |
|
|
|
FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, including
an amendment of FASB Statement No. 115. |
The adoption of FIN 48, FAS 155, FAS 157 and FAS 159 did not have any effect on our financial
statements at the date of adoption. For additional information, see Note 11 (Income Taxes) and Note
16 (Fair Values of Assets and Liabilities) to Financial Statements.
Upon adoption of FSP 13-2, we recorded a cumulative effect of change in accounting principle to
reduce the beginning balance of 2007 retained earnings by $71 million after tax ($115 million pre
tax). This amount will be recognized back into income over the remaining terms of the affected
leases.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are fundamental to understanding our results of operations and
financial condition, because some accounting policies require that we use estimates and assumptions
that may affect the value of our assets or liabilities and financial results. Three of these
policies are critical because they require management to make difficult, subjective and complex
judgments about matters that are inherently uncertain and because it is likely that materially
different amounts would be reported under different conditions or using different assumptions.
These policies govern the allowance for credit losses, the valuation of residential MSRs and
pension accounting. Management has reviewed and approved these critical
6
accounting policies and has
discussed these policies with the Audit and Examination Committee. These policies are described in Financial Review Critical Accounting Policies and Note 1
(Summary of Significant Accounting Policies) to Financial Statements in our 2006 Form 10-K.
EARNINGS PERFORMANCE
NET INTEREST INCOME
Net interest income is the interest earned on debt securities, loans (including yield-related loan
fees) and other interest-earning assets minus the interest paid for deposits and long-term and
short-term debt. The net interest margin is the average yield on earning assets minus the average
interest rate paid for deposits and our other sources of funding. Net interest income and the net
interest margin are presented in the table on page 8 on a taxable-equivalent basis to consistently
reflect income from taxable and tax-exempt loans and securities based on a 35% marginal tax rate.
Net interest income on a taxable-equivalent basis increased 3% to $5.04 billion in first quarter
2007 from $4.89 billion in first quarter 2006, primarily driven by a 1% growth in average earning
assets and a 10 basis point increase in the net interest margin. The net interest margin was 4.95%
in first quarter 2007, up from 4.85% in first quarter 2006. The completion of the sales of ARMs and
lower-yielding investment securities last year reduced the earning asset growth rate year over
year, but also helped boost net interest margin. The net interest margin continued to benefit from
growth in core deposits.
Average earning assets increased to $410.8 billion in first quarter 2007 from $407.5 billion in
first quarter 2006. Average loans increased to $321.4 billion in first quarter 2007 from $311.1
billion in first quarter 2006. Excluding real estate 1-4 family first mortgages, the loan category
affected by the sales of ARMs last year, total average loans grew by $30.2 billion, or 13%, from
first quarter 2006. Average mortgages held for sale decreased to $32.3 billion in first quarter
2007 from $39.5 billion in first quarter 2006. Average debt securities available for sale increased
to $44.7 billion in first quarter 2007 from $43.5 billion in first quarter 2006.
Average core deposits are an important contributor to growth in net interest income and the net
interest margin. This low-cost source of funding rose to $290.6 billion for first quarter 2007 from
$257.5 billion a year ago and funded 90% and 83% of average loans at March 31, 2007 and 2006,
respectively. Core deposits are noninterest-bearing deposits, interest-bearing checking, savings
certificates, market rate and other savings, and certain foreign deposits (Eurodollar sweep
balances). Core deposits now include those foreign deposits that were previously swept into
non-deposit products. Including only the growth in these funds from the date of conversion to
deposits, average core deposits grew 10% year over year. Total average retail core deposits, which
exclude Wholesale Banking core deposits and retail mortgage escrow deposits, for first quarter 2007
grew $9.9 billion, or 5%, from a year ago. Average mortgage escrow deposits were $20.6 billion for
first quarter 2007, up $5.1 billion from a year ago. Average savings certificates of deposits
increased to $38.5 billion in first quarter 2007 from $28.7 billion in first quarter 2006 and
average noninterest-bearing checking accounts and other core deposit categories (interest-bearing
checking and market rate and other savings) increased to $234.3 billion in first quarter 2007 from
$225.3 billion in first quarter 2006. Total average interest-bearing deposits increased to $221.0
billion in first quarter 2007 from $215.9 billion in first quarter 2006.
7
AVERAGE BALANCES, YIELDS AND RATES PAID (TAXABLE-EQUIVALENT BASIS) (1) (2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
|
|
|
|
|
|
|
Interest |
|
|
|
Average |
|
|
Yields/ |
|
|
income/ |
|
|
Average |
|
|
Yields/ |
|
|
income/ |
|
(in millions) |
|
balance |
|
|
rates |
|
|
expense |
|
|
balance |
|
|
rates |
|
|
expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNING ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal funds sold, securities purchased under
resale agreements and other short-term investments |
|
$ |
5,867 |
|
|
|
5.15 |
% |
|
$ |
75 |
|
|
$ |
5,192 |
|
|
|
4.21 |
% |
|
$ |
54 |
|
Trading assets |
|
|
4,305 |
|
|
|
5.53 |
|
|
|
59 |
|
|
|
6,099 |
|
|
|
4.61 |
|
|
|
69 |
|
Debt securities available for sale (3): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities of U.S. Treasury and federal agencies |
|
|
753 |
|
|
|
4.31 |
|
|
|
8 |
|
|
|
866 |
|
|
|
4.30 |
|
|
|
9 |
|
Securities of U.S. states and political subdivisions |
|
|
3,532 |
|
|
|
7.39 |
|
|
|
63 |
|
|
|
3,106 |
|
|
|
8.13 |
|
|
|
60 |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal agencies |
|
|
30,640 |
|
|
|
6.19 |
|
|
|
467 |
|
|
|
27,718 |
|
|
|
5.92 |
|
|
|
406 |
|
Private collateralized mortgage obligations |
|
|
3,993 |
|
|
|
6.33 |
|
|
|
62 |
|
|
|
6,562 |
|
|
|
6.46 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities |
|
|
34,633 |
|
|
|
6.21 |
|
|
|
529 |
|
|
|
34,280 |
|
|
|
6.02 |
|
|
|
510 |
|
Other debt securities (4) |
|
|
5,778 |
|
|
|
7.44 |
|
|
|
106 |
|
|
|
5,280 |
|
|
|
7.86 |
|
|
|
104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities available for sale (4) |
|
|
44,696 |
|
|
|
6.43 |
|
|
|
706 |
|
|
|
43,532 |
|
|
|
6.36 |
|
|
|
683 |
|
Mortgages held for sale (5) |
|
|
32,343 |
|
|
|
6.55 |
|
|
|
530 |
|
|
|
39,523 |
|
|
|
6.16 |
|
|
|
609 |
|
Loans held for sale |
|
|
794 |
|
|
|
7.82 |
|
|
|
15 |
|
|
|
651 |
|
|
|
6.93 |
|
|
|
11 |
|
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
71,063 |
|
|
|
8.30 |
|
|
|
1,455 |
|
|
|
62,769 |
|
|
|
7.71 |
|
|
|
1,195 |
|
Other real estate mortgage |
|
|
30,590 |
|
|
|
7.41 |
|
|
|
560 |
|
|
|
28,686 |
|
|
|
7.01 |
|
|
|
497 |
|
Real estate construction |
|
|
15,892 |
|
|
|
8.01 |
|
|
|
314 |
|
|
|
13,850 |
|
|
|
7.59 |
|
|
|
259 |
|
Lease financing |
|
|
5,503 |
|
|
|
5.74 |
|
|
|
79 |
|
|
|
5,436 |
|
|
|
5.80 |
|
|
|
79 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
123,048 |
|
|
|
7.93 |
|
|
|
2,408 |
|
|
|
110,741 |
|
|
|
7.42 |
|
|
|
2,030 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
54,444 |
|
|
|
7.33 |
|
|
|
995 |
|
|
|
74,383 |
|
|
|
6.82 |
|
|
|
1,259 |
|
Real estate 1-4 family junior lien mortgage |
|
|
69,079 |
|
|
|
8.17 |
|
|
|
1,393 |
|
|
|
59,972 |
|
|
|
7.65 |
|
|
|
1,131 |
|
Credit card |
|
|
14,557 |
|
|
|
13.55 |
|
|
|
493 |
|
|
|
11,765 |
|
|
|
13.23 |
|
|
|
389 |
|
Other revolving credit and installment |
|
|
53,539 |
|
|
|
9.75 |
|
|
|
1,287 |
|
|
|
48,329 |
|
|
|
9.39 |
|
|
|
1,120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
191,619 |
|
|
|
8.78 |
|
|
|
4,168 |
|
|
|
194,449 |
|
|
|
8.10 |
|
|
|
3,899 |
|
Foreign |
|
|
6,762 |
|
|
|
11.54 |
|
|
|
192 |
|
|
|
5,942 |
|
|
|
12.57 |
|
|
|
185 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans (5) |
|
|
321,429 |
|
|
|
8.51 |
|
|
|
6,768 |
|
|
|
311,132 |
|
|
|
7.95 |
|
|
|
6,114 |
|
Other |
|
|
1,327 |
|
|
|
5.12 |
|
|
|
16 |
|
|
|
1,389 |
|
|
|
4.62 |
|
|
|
16 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
$ |
410,761 |
|
|
|
8.04 |
|
|
|
8,169 |
|
|
$ |
407,518 |
|
|
|
7.50 |
|
|
|
7,556 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FUNDING SOURCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing checking |
|
$ |
4,615 |
|
|
|
3.25 |
|
|
|
37 |
|
|
$ |
4,069 |
|
|
|
2.23 |
|
|
|
22 |
|
Market rate and other savings |
|
|
140,934 |
|
|
|
2.77 |
|
|
|
963 |
|
|
|
134,228 |
|
|
|
2.08 |
|
|
|
687 |
|
Savings certificates |
|
|
38,514 |
|
|
|
4.43 |
|
|
|
421 |
|
|
|
28,718 |
|
|
|
3.45 |
|
|
|
245 |
|
Other time deposits |
|
|
9,312 |
|
|
|
5.13 |
|
|
|
118 |
|
|
|
33,726 |
|
|
|
4.48 |
|
|
|
373 |
|
Deposits in foreign offices |
|
|
27,647 |
|
|
|
4.67 |
|
|
|
318 |
|
|
|
15,152 |
|
|
|
4.16 |
|
|
|
155 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits |
|
|
221,022 |
|
|
|
3.41 |
|
|
|
1,857 |
|
|
|
215,893 |
|
|
|
2.78 |
|
|
|
1,482 |
|
Short-term borrowings |
|
|
11,498 |
|
|
|
4.78 |
|
|
|
136 |
|
|
|
26,180 |
|
|
|
4.17 |
|
|
|
270 |
|
Long-term debt |
|
|
89,027 |
|
|
|
5.15 |
|
|
|
1,138 |
|
|
|
81,686 |
|
|
|
4.49 |
|
|
|
910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
321,547 |
|
|
|
3.94 |
|
|
|
3,131 |
|
|
|
323,759 |
|
|
|
3.33 |
|
|
|
2,662 |
|
Portion of noninterest-bearing funding sources |
|
|
89,214 |
|
|
|
|
|
|
|
|
|
|
|
83,759 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total funding sources |
|
$ |
410,761 |
|
|
|
3.09 |
|
|
|
3,131 |
|
|
$ |
407,518 |
|
|
|
2.65 |
|
|
|
2,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin and net interest income on
a taxable-equivalent basis (6) |
|
|
|
|
|
|
4.95 |
% |
|
$ |
5,038 |
|
|
|
|
|
|
|
4.85 |
% |
|
$ |
4,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST-EARNING ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
11,862 |
|
|
|
|
|
|
|
|
|
|
$ |
12,897 |
|
|
|
|
|
|
|
|
|
Goodwill |
|
|
11,274 |
|
|
|
|
|
|
|
|
|
|
|
10,963 |
|
|
|
|
|
|
|
|
|
Other |
|
|
48,208 |
|
|
|
|
|
|
|
|
|
|
|
43,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest-earning assets |
|
$ |
71,344 |
|
|
|
|
|
|
|
|
|
|
$ |
67,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NONINTEREST-BEARING FUNDING SOURCES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
88,769 |
|
|
|
|
|
|
|
|
|
|
$ |
86,997 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
25,474 |
|
|
|
|
|
|
|
|
|
|
|
23,320 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
46,315 |
|
|
|
|
|
|
|
|
|
|
|
41,119 |
|
|
|
|
|
|
|
|
|
Noninterest-bearing funding sources used to
fund earning assets |
|
|
(89,214 |
) |
|
|
|
|
|
|
|
|
|
|
(83,759 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net noninterest-bearing funding sources |
|
$ |
71,344 |
|
|
|
|
|
|
|
|
|
|
$ |
67,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
$ |
482,105 |
|
|
|
|
|
|
|
|
|
|
$ |
475,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Our average prime rate was 8.25% and 7.43% for the quarters ended March 31, 2007 and 2006,
respectively. The average three-month London Interbank Offered Rate (LIBOR) was 5.36% and
4.76% for the same quarters, respectively. |
(2) |
|
Interest rates and amounts include the effects of hedge and risk management activities
associated with the respective asset and liability categories. |
(3) |
|
Yields are based on amortized cost balances computed on a settlement date basis. |
(4) |
|
Includes certain preferred securities. |
(5) |
|
Nonaccrual loans and related income are included in their respective loan categories. |
(6) |
|
Includes taxable-equivalent adjustments primarily related to tax-exempt income on certain
loans and securities. The federal statutory tax rate was 35% for the periods presented. |
8
NONINTEREST INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter |
|
|
|
|
|
|
ended March 31 |
, |
|
% |
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
$ |
685 |
|
|
$ |
623 |
|
|
|
10 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust and investment fees: |
|
|
|
|
|
|
|
|
|
|
|
|
Trust, investment and IRA fees |
|
|
537 |
|
|
|
491 |
|
|
|
9 |
|
Commissions and all other fees |
|
|
194 |
|
|
|
172 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
Total trust and investment fees |
|
|
731 |
|
|
|
663 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Card fees |
|
|
470 |
|
|
|
384 |
|
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other fees: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash network fees |
|
|
45 |
|
|
|
44 |
|
|
|
2 |
|
Charges and fees on loans |
|
|
238 |
|
|
|
242 |
|
|
|
(2 |
) |
All other |
|
|
228 |
|
|
|
202 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
|
Total other fees |
|
|
511 |
|
|
|
488 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage banking: |
|
|
|
|
|
|
|
|
|
|
|
|
Servicing income, net |
|
|
216 |
|
|
|
81 |
|
|
|
167 |
|
Net gains on mortgage loan origination/sales activities |
|
|
495 |
|
|
|
273 |
|
|
|
81 |
|
All other |
|
|
79 |
|
|
|
61 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage banking |
|
|
790 |
|
|
|
415 |
|
|
|
90 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating leases |
|
|
192 |
|
|
|
201 |
|
|
|
(4 |
) |
Insurance |
|
|
399 |
|
|
|
364 |
|
|
|
10 |
|
Trading assets |
|
|
265 |
|
|
|
134 |
|
|
|
98 |
|
Net gains (losses) on debt securities available for sale |
|
|
31 |
|
|
|
(35 |
) |
|
|
|
|
Net gains from equity investments |
|
|
97 |
|
|
|
190 |
|
|
|
(49 |
) |
All other |
|
|
260 |
|
|
|
258 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,431 |
|
|
$ |
3,685 |
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
We earn trust, investment and IRA fees from managing and administering assets, including
mutual funds, corporate trust, personal trust, employee benefit trust and agency assets. At March
31, 2007, these assets totaled $1.02 trillion, up 26% from $808 billion at March 31, 2006.
Generally, trust, investment and IRA fees are based on a tiered scale relative to the market value
of the assets that are managed, administered, or both. The increase in these fees in first quarter
2007 from a year ago was due to continued growth across all trust and investment management
businesses.
We also receive commissions and other fees for providing services to full-service and discount
brokerage customers. At March 31, 2007 and 2006, brokerage balances totaled $120 billion and $103
billion, respectively. Generally, these fees include transactional commissions, which are based on
the number of transactions executed at the customers direction, or asset-based fees, which are
based on the market value of the customers assets.
Card fees increased 22% from first quarter 2006, due to growth in distribution of debit and credit
cards to our customers and increased usage. Purchase volume on these cards was up 19% from a year
ago and average balances were up 20%.
Mortgage banking noninterest income was $790 million in first quarter 2007, compared with $415
million in the same period of 2006. Servicing fees, included in net servicing income, increased to
$1.05 billion in first quarter 2007 from $747 million in first quarter 2006, due to growth in loans
serviced for others. Our portfolio of loans serviced for others was $1.31 trillion
9
at March 31, 2007, up 41% from $931 billion at March 31, 2006. Servicing income also includes both
changes in the fair value of MSRs during the period as well as changes in the value of derivatives
(economic hedges) used to hedge the MSRs. Net servicing income for first quarter 2007 included a
$34 million net MSRs valuation loss that was recorded to earnings ($11 million fair value loss and
a $23 million economic hedging loss) and for first quarter 2006 included a $184 million net MSRs
valuation loss ($522 million fair value gain less $706 million economic hedging loss).
Net gains on mortgage loan origination/sales activities were $495 million in first quarter 2007, up
from $273 million in first quarter 2006. Residential real estate originations totaled $68 billion
in first quarter 2007, up from $66 billion in first quarter 2006. Under FAS 159 we elected to
account for new prime mortgages held for sale (MHFS) at fair value. These loans are initially
measured at fair value, with subsequent changes in fair value recognized as a component of net
gains on mortgage loan origination/sales activities. Prior to the adoption of FAS 159, these fair
value gains would have been deferred until the sale of these loans. Included in the $495 million of
net gains on mortgage loan origination/sales activities in first quarter 2007 was $229 million of
gains from the initial measurement and subsequent changes to fair value of the prime MHFS that we
elected to carry at fair value under FAS 159, which included $151 million related to loans that
were originated and sold during first quarter 2007. (For additional detail, see Asset/Liability
and Market Risk Management Mortgage Banking Interest Rate Risk, and Notes 1 (Significant
Accounting Policies) and 16 (Fair Values of Assets and Liabilities) to Financial Statements.)
In first quarter 2007, we recognized $103 million of origination fees in mortgage loan
originations/sales activities that would have previously been deferred and recognized at the time
of sale. In first quarter 2007, we recognized $92 million in origination costs in noninterest
expense that would have previously been deferred and recognized as a reduction of net gains on
mortgage loan origination/sales activities at the time of sale. Separately included in net gains on
mortgage loan origination/sales activities was a lower-of-cost-or-market write-down of $66 million
for the remaining MHFS portfolio, primarily nonprime loans, which, as a consequence of our adoption
of FAS 159, were valued separately from the prime MHFS. Prior to the adoption of FAS 159, these
MHFS would have been valued together and the write-down would not have been required. The 1-4
family first mortgage unclosed pipeline was $57 billion at March 31, 2007, $48 billion at December
31, 2006, and $59 billion at March 31, 2006.
Income from trading assets increased to $265 million in first quarter 2007 from $134 million in
first quarter 2006, due to higher capital markets income. Net gains on debt securities were $31
million in first quarter 2007, compared with net losses of $35 million in first quarter 2006. Net
gains from equity investments were $97 million in first quarter 2007, compared with $190 million in
first quarter 2006.
We routinely review our investment portfolios and recognize impairment write-downs based primarily
on issuer-specific factors and results, and our intent to hold such securities. We also consider
general economic and market conditions, including industries in which venture capital investments
are made, and adverse changes affecting the availability of venture capital. We determine
impairment based on all of the information available at the time of the assessment, with particular
focus on the severity and duration of specific security impairments, but new information or
economic developments in the future could result in recognition of additional impairment.
10
NONINTEREST EXPENSE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter |
|
|
|
|
|
|
ended March 31 |
, |
|
% |
|
(in millions) |
|
2007 |
|
|
2006 |
|
|
Change |
|
|
|
|
|
$ |
1,867 |
|
|
$ |
1,672 |
|
|
|
12 |
% |
Incentive compensation |
|
|
742 |
|
|
|
668 |
|
|
|
11 |
|
Employee benefits |
|
|
665 |
|
|
|
589 |
|
|
|
13 |
|
Equipment |
|
|
337 |
|
|
|
335 |
|
|
|
1 |
|
Net occupancy |
|
|
365 |
|
|
|
336 |
|
|
|
9 |
|
Operating leases |
|
|
153 |
|
|
|
161 |
|
|
|
(5 |
) |
Outside professional services |
|
|
192 |
|
|
|
193 |
|
|
|
(1 |
) |
Contract services |
|
|
118 |
|
|
|
132 |
|
|
|
(11 |
) |
Travel and entertainment |
|
|
109 |
|
|
|
130 |
|
|
|
(16 |
) |
Advertising and promotion |
|
|
91 |
|
|
|
106 |
|
|
|
(14 |
) |
Outside data processing |
|
|
111 |
|
|
|
104 |
|
|
|
7 |
|
Postage |
|
|
87 |
|
|
|
81 |
|
|
|
7 |
|
Telecommunications |
|
|
81 |
|
|
|
70 |
|
|
|
16 |
|
Insurance |
|
|
128 |
|
|
|
76 |
|
|
|
68 |
|
Stationery and supplies |
|
|
53 |
|
|
|
51 |
|
|
|
4 |
|
Operating losses |
|
|
87 |
|
|
|
62 |
|
|
|
40 |
|
Security |
|
|
43 |
|
|
|
43 |
|
|
|
|
|
Core deposit intangibles |
|
|
26 |
|
|
|
29 |
|
|
|
(10 |
) |
All other |
|
|
271 |
|
|
|
236 |
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
5,526 |
|
|
$ |
5,074 |
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense increased 9% from the prior year due to continued investment in our
businesses. In the last 12 months, we opened 104 retail banking stores, including 18 stores this
quarter, and added 7,600 full-time equivalent (FTE) team members. Expenses in first quarter 2007
also included $50 million of stock option expense, $29 million of seasonal FICA expenses and $16
million of acquisition-related integration costs. In addition, expenses in first quarter 2007
included $92 million in origination costs that would have been
deferred and recognized as a reduction of
net gains on mortgage loan origination/sales activities at the time
of sale, prior to the adoption of FAS 159.
INCOME TAX EXPENSE
On January 1, 2007, we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income
Taxes (FIN 48). Implementation of FIN 48 did not result in a cumulative effect adjustment to
retained earnings. At January 1, 2007, the total amount of unrecognized tax benefits was $3.1
billion, of which $1.7 billion related to tax benefits that, if recognized, would impact the annual
effective tax rate. During the quarter, $119 million of net tax benefits were recorded, primarily
reflecting the resolution of certain outstanding federal income tax matters. (See Note 11 (Income
Taxes) to Financial Statements.) Our effective income tax rate was 29.87% for first quarter 2007,
down from 33.80% for first quarter 2006. We expect that FIN 48 will cause more volatility in our
effective tax rate from quarter to quarter as we are now required to recognize tax positions in our
financial statements based on the probability that such positions will effectively be sustained by
taxing authorities, and to reassess those positions each quarter based on our evaluation of new
information.
11
OPERATING SEGMENT RESULTS
We have three lines of business for management reporting: Community Banking, Wholesale Banking and
Wells Fargo Financial. For a more complete description of our operating segments, including
additional financial information and the underlying management accounting process, see Note 13
(Operating Segments) to Financial Statements.
Community Bankings net income increased 27% to $1.53 billion in first quarter 2007 from $1.21
billion in first quarter 2006, due in part to growth in retail banking and Wells Fargo Home
Mortgage net income. Net interest income decreased 1% to $3.22 billion in first quarter 2007 from
$3.26 billion in first quarter 2006, due to a decline in earning assets that resulted from the
sales of ARMs at the end of first quarter 2006. The decline related to ARM sales was partially
offset by an improvement in net interest margin of 21 basis points to 5.03% in first quarter 2007,
despite pressures from the flat-to-inverted yield curve. Average loans were $180.8 billion in first
quarter 2007, down 5% from $190.4 billion in first quarter 2006. Noninterest income in first
quarter 2007 increased $704 million, or 33%, from $2.14 billion in first quarter 2006. The growth
was due primarily to higher fee income related to mortgage and consumer loans, cards, brokerage and
deposits. Noninterest expense increased $253 million, or 7%, primarily due to growth in personnel
expenses. The provision for credit losses increased $117 million, or 62%, primarily due to higher
losses in credit card and home equity lending. Income tax expense for first quarter 2007 decreased
from a year ago due to a benefit from the resolution during the quarter of certain outstanding
federal income tax matters for the periods prior to 2002.
Wholesale Bankings net income increased 13% to $598 million in first quarter 2007 from $528
million in first quarter 2006. Revenue was $2.05 billion in first quarter 2007, up 15% from $1.78
billion in first quarter 2006, due to strong loan and deposit growth and higher fee income. Average
loans in first quarter 2007 increased 15% from a year ago. Average core deposits grew 64% from
first quarter 2006, all in interest-bearing balances, reflecting a mix of organic growth and the
conversions in 2006 of customer sweep accounts from off-balance sheet money market funds into
deposits. Noninterest income increased $169 million in first quarter 2007 from a year ago due to
higher trust and investment income, insurance revenue, commercial real estate brokerage fees and
capital markets activity. Noninterest expense increased $145 million, mainly from higher
personnel-related costs, including team member additions and higher incentive payments, along with
higher expenses from acquisitions, expenses related to higher sales volumes and investments in new
offices, businesses and systems.
Wells Fargo Financials net income decreased to $114 million in first quarter 2007 from $280
million in first quarter 2006, due to the $127 million gain realized on the sale of our consumer
lending business in Puerto Rico in first quarter 2006, as well as the higher provision for credit
losses recorded in first quarter 2007. Total revenue declined 4% in first quarter 2007 to $1.32
billion, compared with $1.38 billion in first quarter 2006. Net interest income increased $71
million, or 8%, to $1.01 billion in first quarter 2007 from $934 million in first quarter 2006, due
to continued growth in the real estate and auto loan portfolios. Average real estate secured
receivables increased 20% to $23.6 billion and average auto finance receivables rose 23% to $27.6
billion. Noninterest expense increased $54 million, or 8%, in first quarter 2007 from $695 million
in first quarter 2006, driven by normal annual increases in personnel costs, as well as staffing
level increases in collections and other investments in business processes.
12
BALANCE SHEET ANALYSIS
SECURITIES AVAILABLE FOR SALE
Our securities available for sale portfolio consists of both debt and marketable equity securities.
We hold debt securities available for sale primarily for liquidity, interest rate risk management
and yield enhancement. Accordingly, this portfolio primarily includes very liquid, high-quality
federal agency debt securities. At March 31, 2007, we held $44.7 billion of debt securities
available for sale, compared with $41.8 billion at December 31, 2006, with net unrealized gains of
$774 million and $722 million for the same periods, respectively. We also held $765 million of
marketable equity securities available for sale at March 31, 2007, and $796 million at December 31,
2006, with net unrealized gains of $174 million and $204 million for the same periods,
respectively.
The weighted-average expected maturity of debt securities available for sale was 5.3 years at March
31, 2007. Since 78% of this portfolio was mortgage-backed securities, the expected remaining
maturity may differ from contractual maturity because borrowers may have the right to prepay
obligations before the underlying mortgages mature.
The estimated effect of a 200 basis point increase or decrease in interest rates on the fair value
and the expected remaining maturity of the mortgage-backed securities available for sale portfolio
is shown below.
MORTGAGE-BACKED SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair |
|
|
Net unrealized |
|
|
Remaining |
|
(in billions) |
|
value |
|
|
gain (loss) |
|
|
maturity |
|
|
|
|
|
$ |
34.8 |
|
|
$ |
0.6 |
|
|
4.3 yrs. |
|
At March 31, 2007, assuming a 200 basis point: |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in interest rates |
|
|
32.0 |
|
|
|
(2.2 |
) |
|
7.0 yrs. |
|
Decrease in interest rates |
|
|
35.4 |
|
|
|
1.2 |
|
|
1.1 yrs. |
|
|
|
See Note 4 (Securities Available for Sale) to Financial Statements for securities available
for sale by security type.
LOAN PORTFOLIO
A discussion of average loan balances is included in Earnings Performance Net Interest Income
on page 7 and a comparative schedule of average loan balances is included in the table on page 8;
quarter-end balances are in Note 5 (Loans and Allowance for Credit Losses) to Financial Statements.
Total loans at March 31, 2007, were $325.5 billion, up 6% from $306.7 billion at March 31, 2006.
Real estate 1-4 family first mortgage loans decreased $10.1 billion to $56.0 billion at March 31,
2007, from $66.1 billion at March 31, 2006, due to the sales of lower-yielding ARMs last year. This
decrease offset an increase of $8.4 billion in real estate 1-4 family junior lien mortgages to
$69.5 billion from $61.1 billion for the same periods. Commercial and commercial real estate loans
increased $12.9 billion, or 11%, from first quarter 2006. Mortgages held for sale decreased to
$32.3 billion at March 31, 2007, from $43.5 billion a year ago.
13
DEPOSITS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
$ |
89,067 |
|
|
$ |
89,119 |
|
|
$ |
88,701 |
|
Interest-bearing checking |
|
|
3,652 |
|
|
|
3,540 |
|
|
|
3,459 |
|
Market rate and other savings |
|
|
146,911 |
|
|
|
140,283 |
|
|
|
136,605 |
|
Savings certificates |
|
|
38,753 |
|
|
|
37,282 |
|
|
|
29,377 |
|
Foreign deposits (1) |
|
|
18,086 |
|
|
|
17,844 |
|
|
|
4,994 |
|
|
|
|
|
|
|
|
|
|
|
Core deposits |
|
|
296,469 |
|
|
|
288,068 |
|
|
|
263,136 |
|
Other time deposits |
|
|
4,503 |
|
|
|
13,819 |
|
|
|
33,317 |
|
Other foreign deposits |
|
|
10,185 |
|
|
|
8,356 |
|
|
|
11,852 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
$ |
311,157 |
|
|
$ |
310,243 |
|
|
$ |
308,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
During 2006, certain customer accounts (largely Wholesale Banking) were converted to
deposit balances in the form of Eurodollar sweep accounts from off-balance sheet money market
funds and repurchase agreements. We include Eurodollar sweep balances in total core deposits. |
Average core deposits increased $33.1 billion to $290.6 billion in first quarter 2007 from
first quarter 2006, primarily due to growth in market rate and other savings, and savings
certificates, along with growth in foreign deposits. Included in average core deposits were
converted balances of $9,888 million, $8,888 million and $1,234 million for the quarter ended March
31, 2007, December 31, 2006, and March 31, 2006, respectively. Average core deposits increased 10%
from first quarter 2006 and 9% (annualized) from fourth quarter 2006, not including the converted
foreign balances.
OFF-BALANCE SHEET ARRANGEMENTS AND AGGREGATE CONTRACTUAL OBLIGATIONS
In the ordinary course of business, we engage in financial transactions that are not recorded in
the balance sheet, or may be recorded in the balance sheet in amounts that are different than the
full contract or notional amount of the transaction. We also enter into certain contractual
obligations. For additional information on off-balance sheet arrangements and other contractual
obligations see Financial Review Off-Balance Sheet Arrangements and Aggregate Contractual
Obligations in our 2006 Form 10-K and Note 18 (Guarantees) to Financial Statements in this Report.
RISK MANAGEMENT
CREDIT RISK MANAGEMENT PROCESS
Our credit risk management process provides for decentralized management and accountability by our
lines of business. Our overall credit process includes comprehensive credit policies, judgmental or
statistical credit underwriting, frequent and detailed risk measurement and modeling, extensive
credit training programs and a continual loan review and audit process. In addition, regulatory
agencies review and perform detailed tests of our credit underwriting, loan administration and
allowance processes.
14
Nonaccrual Loans and Other Assets
The table below shows the comparative data for nonaccrual loans and other assets. We generally
place loans on nonaccrual status when:
|
|
|
the full and timely collection of interest or principal becomes uncertain; |
|
|
|
they are 90 days (120 days with respect to real estate 1-4 family first and junior lien
mortgages and auto loans) past due for interest or principal (unless both well-secured and
in the process of collection); or |
|
|
|
part of the principal balance has been charged off. |
Note 1 (Summary of Significant Accounting Policies) to Financial Statements in our 2006 Form 10-K
describes our accounting policy for nonaccrual loans.
NONACCRUAL LOANS AND OTHER ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
350 |
|
|
$ |
331 |
|
|
$ |
256 |
|
Other real estate mortgage |
|
|
114 |
|
|
|
105 |
|
|
|
163 |
|
Real estate construction |
|
|
82 |
|
|
|
78 |
|
|
|
21 |
|
Lease financing |
|
|
31 |
|
|
|
29 |
|
|
|
31 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
577 |
|
|
|
543 |
|
|
|
471 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage (1) |
|
|
701 |
|
|
|
688 |
|
|
|
508 |
|
Real estate 1-4 family junior lien mortgage |
|
|
233 |
|
|
|
212 |
|
|
|
190 |
|
Other revolving credit and installment |
|
|
195 |
|
|
|
180 |
|
|
|
188 |
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
1,129 |
|
|
|
1,080 |
|
|
|
886 |
|
Foreign |
|
|
46 |
|
|
|
43 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
Total nonaccrual loans (2) |
|
|
1,752 |
|
|
|
1,666 |
|
|
|
1,394 |
|
As a percentage of total loans |
|
|
0.54 |
% |
|
|
0.52 |
% |
|
|
0.45 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA loans (3) |
|
|
381 |
|
|
|
322 |
|
|
|
227 |
|
Other |
|
|
528 |
|
|
|
423 |
|
|
|
228 |
|
Real estate and other nonaccrual investments (4) |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonaccrual loans and other assets |
|
$ |
2,666 |
|
|
$ |
2,416 |
|
|
$ |
1,849 |
|
|
|
|
|
|
|
|
|
|
|
As a percentage of total loans |
|
|
0.82 |
% |
|
|
0.76 |
% |
|
|
0.60 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes nonaccrual mortgages held for sale. |
(2) |
|
Includes impaired loans of $251 million, $230 million and $137 million at March 31, 2007,
December 31, 2006, and March 31, 2006, respectively. See Note 5 to Financial Statements in
this Report and Note 6 (Loans and Allowance for Credit Losses) to Financial Statements in our
2006 Form 10-K for further information on impaired loans. |
(3) |
|
Consistent with regulatory reporting requirements, foreclosed real estate securing GNMA
loans is classified as nonperforming. These assets are fully collectible because the
corresponding GNMA loans are insured by the FHA or guaranteed by the Department of Veterans
Affairs. |
(4) |
|
Includes real estate investments (contingent interest loans accounted for as investments)
that would be classified as nonaccrual if these assets were recorded as loans. |
We expect that the amount of nonaccrual loans will change due to portfolio growth, portfolio
seasoning, routine problem loan recognition and resolution through collections, sales or
charge-offs. The performance of any one loan can be affected by external factors, such as economic
or market conditions, or factors particular to a borrower, such as actions of a borrowers
management.
15
Loans 90 Days or More Past Due and Still Accruing
Loans included in this category are 90 days or more past due as to interest or principal and still
accruing, because they are (1) well-secured and in the process of collection or (2) real estate 1-4
family first mortgage loans or consumer loans exempt under regulatory rules from being classified
as nonaccrual.
The total of loans 90 days or more past due and still accruing was $4,812 million, $5,073 million
and $3,412 million at March 31, 2007, December 31, 2006, and March 31, 2006, respectively. At March
31, 2007, December 31, 2006, and March 31, 2006, the total included $3,683 million, $3,913 million
and $2,680 million, respectively, in advances pursuant to our servicing agreements to GNMA mortgage
pools whose repayments are insured by the FHA or guaranteed by the Department of Veterans Affairs.
LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING
(EXCLUDING INSURED/GUARANTEED GNMA ADVANCES)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
29 |
|
|
$ |
15 |
|
|
$ |
17 |
|
Other real estate mortgage |
|
|
4 |
|
|
|
3 |
|
|
|
4 |
|
Real estate construction |
|
|
5 |
|
|
|
3 |
|
|
|
13 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
38 |
|
|
|
21 |
|
|
|
34 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage (1) |
|
|
159 |
|
|
|
154 |
|
|
|
92 |
|
Real estate 1-4 family junior lien mortgage |
|
|
64 |
|
|
|
63 |
|
|
|
47 |
|
Credit card |
|
|
272 |
|
|
|
262 |
|
|
|
158 |
|
Other revolving credit and installment |
|
|
560 |
|
|
|
616 |
|
|
|
364 |
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
1,055 |
|
|
|
1,095 |
|
|
|
661 |
|
Foreign |
|
|
36 |
|
|
|
44 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
1,129 |
|
|
$ |
1,160 |
|
|
$ |
732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes mortgages held for sale 90 days or more past due and still accruing. |
Allowance for Credit Losses
The allowance for credit losses, which consists of the allowance for loan losses and the reserve
for unfunded credit commitments, is managements estimate of credit losses inherent in the loan
portfolio at the balance sheet date. We assume that our allowance for credit losses as a percentage
of charge-offs and nonaccrual loans will change at different points in time based on credit
performance, loan mix and collateral values. The detail of the changes in the allowance for credit
losses, including charge-offs and recoveries by loan category, is in Note 5 (Loans and Allowance
for Credit Losses) to Financial Statements.
We consider the allowance for credit losses of $3.96 billion adequate to cover credit losses
inherent in the loan portfolio, including unfunded credit commitments, at March 31, 2007. Given
that the majority of our loan portfolio is consumer loans, for which losses tend to emerge within a
relatively short, predictable timeframe, and that a significant portion of the allowance for credit
losses relates to estimated credit losses associated with consumer loans, management believes that
the provision for credit losses for consumer loans, absent any significant credit event, will
closely track the level of related net charge-offs. The process for determining the adequacy of the
16
allowance for credit losses is critical to our financial results. It requires difficult, subjective
and complex judgments, as a result of the need to make estimates about the effect of matters that
are uncertain. (See Financial Review Critical Accounting Policies Allowance for Credit
Losses in our 2006 Form 10-K.) Therefore, we cannot provide assurance that, in any particular
period, we will not have sizeable credit losses in relation to the amount reserved. We may need to
significantly adjust the allowance for credit losses, considering current factors at the time,
including economic or market conditions and ongoing internal and external examination processes.
Our process for determining the adequacy of the allowance for credit losses is discussed in
Financial Review Critical Accounting Policies Allowance for Credit Losses and Note 6 (Loans
and Allowance for Credit Losses) to Financial Statements in our 2006 Form 10-K.
ASSET/LIABILITY AND MARKET RISK MANAGEMENT
Asset/liability management involves the evaluation, monitoring and management of interest rate
risk, market risk, liquidity and funding. The Corporate Asset/Liability Management Committee
(Corporate ALCO), which oversees these risks and reports periodically to the Finance Committee of
the Board of Directors, consists of senior financial and business executives. Each of our principal
business groups has individual asset/liability management committees and processes linked to the
Corporate ALCO process.
Interest Rate Risk
Interest rate risk, which potentially can have a significant earnings impact, is an integral part
of being a financial intermediary. We are subject to interest rate risk because:
|
|
|
assets and liabilities may mature or reprice at different times (for example, if assets
reprice faster than liabilities and interest rates are generally falling, earnings will
initially decline); |
|
|
|
assets and liabilities may reprice at the same time but by different amounts (for
example, when the general level of interest rates is falling, we may reduce rates paid on
checking and savings deposit accounts by an amount that is less than the general decline in
market interest rates); |
|
|
|
short-term and long-term market interest rates may change by different amounts (for
example, the shape of the yield curve may affect new loan yields and funding costs
differently); or |
|
|
|
the remaining maturity of various assets or liabilities may shorten or lengthen as
interest rates change (for example, if long-term mortgage interest rates decline sharply,
mortgage-backed securities held in the securities available for sale portfolio may prepay
significantly earlier than anticipated which could reduce portfolio income). |
Interest rates may also have a direct or indirect effect on loan demand, credit losses, mortgage
origination volume, the value of MSRs, the value of the pension liability and other sources of
earnings.
We assess interest rate risk by comparing our most likely earnings plan with various earnings
simulations using many interest rate scenarios that differ in the direction of interest rate
changes, the degree of change over time, the speed of change and the projected shape of the yield
curve. For example, as of March 31, 2007, our most recent simulation indicated estimated earnings
at
17
risk is 1.8% of our most likely earnings plan over the next 12 months under a scenario in which the
federal funds rate rises 175 basis points to 7.00% and the Constant Maturity Treasury bond yield
rises 250 basis points to 7.25%, over the same 12-month period. Simulation estimates depend on, and
will change with, the size and mix of our actual and projected balance sheet at the time of each
simulation. Due to timing differences between the quarterly valuation of MSRs and the eventual
impact of interest rates on mortgage banking volumes, earnings at risk in any particular quarter
could be higher than the average earnings at risk over the 12-month simulation period, depending on
the path of interest rates and on our hedging strategies for MSRs. See Mortgage Banking Interest
Rate Risk below.
We use exchange-traded and over-the-counter interest rate derivatives to hedge our interest rate
exposures. The credit risk amount and estimated net fair values of these derivatives as of March
31, 2007, and December 31, 2006, are presented in Note 20 (Derivatives) to Financial Statements. We
use derivatives for asset/liability management in three ways:
|
|
|
to convert a major portion of our long-term fixed-rate debt, which we issue to finance
the Company, from fixed-rate payments to floating-rate payments by entering into
receive-fixed swaps; |
|
|
|
to convert the cash flows from selected asset and/or liability instruments/portfolios
from fixed-rate payments to floating-rate payments or vice versa; and |
|
|
|
to hedge our mortgage origination pipeline, funded mortgage loans and MSRs using
interest rate swaps, swaptions, futures, forwards and options. |
Mortgage Banking Interest Rate Risk
We originate, fund and service mortgage loans, which subjects us to various risks, including
credit, liquidity and interest rate risks. We reduce unwanted credit and liquidity risks by selling
or securitizing virtually all of the long-term fixed-rate mortgage loans we originate and most of
the ARMs we originate. From time to time, we hold originated ARMs in our loan portfolio as an
investment for our growing base of core deposits. We determine whether the loans will be held for
investment or held for sale at the time of origination. We may subsequently change our intent to
hold loans for investment and sell some or all of our ARMs as part of our corporate asset/liability
management.
While credit and liquidity risks have historically been relatively low for mortgage banking
activities, interest rate risk can be substantial. Changes in interest rates may potentially impact
total origination and servicing fees, the value of our residential MSRs measured at fair value and
the associated income and loss reflected in mortgage banking noninterest income, the income and
expense associated with instruments (economic hedges) used to hedge changes in the fair value of
MSRs, and the value of derivative loan commitments extended to mortgage applicants.
Interest rates impact the amount and timing of origination and servicing fees because consumer
demand for new mortgages and the level of refinancing activity are sensitive to changes in mortgage
interest rates. Typically, a decline in mortgage interest rates will lead to an increase in
mortgage originations and fees and may also lead to an increase in servicing fee income, depending
on the level of new loans added to the servicing portfolio and prepayments. Given the time it takes
for consumer behavior to fully react to interest rate changes, as well as the time required for
processing a new application, providing the commitment, and securitizing and selling the loan,
interest rate changes will impact origination and servicing fees with a lag. The
18
amount and timing of the impact on origination and servicing fees will depend on the magnitude,
speed and duration of the change in interest rates.
Under FAS 159, which we adopted January 1, 2007, we elected to measure MHFS at fair value
prospectively for new prime MHFS originations for which an active secondary market and readily
available market prices currently exist to reliably support fair value pricing models used for
these loans. We also elected to remeasure at fair value certain of our other interests held related
to residential loan sales and securitizations. We believe that the election for MHFS and other
interests held (which are now hedged with free-standing derivatives (economic hedges) along with
our MSRs) will reduce certain timing differences and better match changes in the value of these
assets with changes in the value of derivatives used as economic hedges for these assets. Loan
origination fees are recorded when earned, and related direct loan origination costs and fees are
recognized when incurred.
Under FAS 156, which we adopted January 1, 2006, we have elected to use the fair value measurement
method to initially measure and carry our residential MSRs, which represent substantially all of
our MSRs. Under this method, the MSRs are recorded at fair value at the time we sell or securitize
the related mortgage loans. The carrying value of MSRs reflects changes in fair value at the end of
each quarter and changes are included in net servicing income, a component of mortgage banking
noninterest income. If the fair value of the MSRs increases, income is recognized; if the fair
value of the MSRs decreases, a loss is recognized. We use a dynamic and sophisticated model to
estimate the fair value of our MSRs. While the valuation of MSRs can be highly subjective and
involve complex judgments by management about matters that are inherently unpredictable, changes in
interest rates influence a variety of assumptions included in the periodic valuation of MSRs.
Assumptions affected include prepayment speed, expected returns and potential risks on the
servicing asset portfolio, the value of escrow balances and other servicing valuation elements
impacted by interest rates.
A decline in interest rates increases the propensity for refinancing, reduces the expected duration
of the servicing portfolio and therefore reduces the estimated fair value of MSRs. This reduction
in fair value causes a charge to income (net of any gains on free-standing derivatives (economic
hedges) used to hedge MSRs). We may choose to not fully hedge all of the potential decline in the
value of our MSRs resulting from a decline in interest rates because the potential increase in
origination/servicing fees in that scenario provides a partial natural business hedge. In a
rising rate period, when the MSRs may not be fully hedged with free-standing derivatives, the
change in the fair value of the MSRs that can be recaptured into income will typically although
not always exceed the losses on any free-standing derivatives hedging the MSRs. In first quarter
2007, the decrease in the fair value of our MSRs and the losses on free-standing derivatives used
to hedge the MSRs totaled $34 million.
Hedging the various sources of interest rate risk in mortgage banking is a complex process that
requires sophisticated modeling and constant monitoring. While we attempt to balance these various
aspects of the mortgage business, there are several potential risks to earnings:
|
|
|
MSRs valuation changes associated with interest rate changes are recorded in earnings
immediately within the accounting period in which those interest rate changes occur,
whereas the impact of those same changes in interest rates on origination and servicing
fees occur with a lag and over time. Thus, the mortgage business could be protected from
adverse changes in interest rates over a period of time on a cumulative basis but still |
19
|
|
|
display large variations in income from one accounting period to the next. |
|
|
|
The degree to which the natural business hedge offsets changes in MSRs valuations is
imperfect, varies at different points in the interest rate cycle, and depends not just on
the direction of interest rates but on the pattern of quarterly interest rate changes. |
|
|
|
Origination volumes, the valuation of MSRs and hedging results and associated costs are
also impacted by many factors. Such factors include the mix of new business between ARMs
and fixed-rated mortgages, the relationship between short-term and long-term interest
rates, the degree of volatility in interest rates, the relationship between mortgage
interest rates and other interest rate markets, and other interest rate factors. Many of
these factors are hard to predict and we may not be able to directly or perfectly hedge
their effect. |
|
|
|
While our hedging activities are designed to balance our mortgage banking interest rate
risks, the financial instruments we use may not perfectly correlate with the values and
income being hedged. For example, the change in the value of ARMs production held for sale
from changes in mortgage interest rates may or may not be fully offset by Treasury and
LIBOR index-based financial instruments used as economic hedges for such ARMs. |
The total carrying value of our residential and commercial MSRs was $18.2 billion at March 31,
2007, and $18.0 billion at December 31, 2006. The weighted-average note rate on the owned servicing
portfolio was 5.93% at March 31, 2007, and 5.92% at December 31, 2006. Our total MSRs were 1.39% of
mortgage loans serviced for others at March 31, 2007, compared with 1.41% at December 31, 2006.
As part of our mortgage banking activities, we enter into commitments to fund residential mortgage
loans at specified times in the future. A mortgage loan commitment is an interest rate lock that
binds us to lend funds to a potential borrower at a specified interest rate and within a specified
period of time, generally up to 60 days after inception of the rate lock. These loan commitments
are derivative loan commitments if the loans that will result from the exercise of the commitments
will be held for sale. These derivative loan commitments are recognized at fair value in the
balance sheet with changes in their fair values recorded as part of mortgage banking noninterest
income. We record no value for the loan commitment at inception. Subsequent to inception, we
recognize the fair value of the derivative loan commitment based on estimated changes in the fair
value of the underlying loan that would result from the exercise of that commitment and on changes
in the probability that the loan will not fund within the terms of the commitment (referred to as a
fall-out factor). The value of that loan is affected primarily by changes in interest rates and the
passage of time.
Outstanding derivative loan commitments expose us to the risk that the price of the loans
underlying the commitments might decline due to increases in mortgage interest rates from inception
of the rate lock to the funding of the loan. To minimize this risk, we utilize Treasury futures,
forwards and options, Eurodollar futures and forward contracts as economic hedges against the
potential decreases in the values of the loans that could result from the exercise of the loan
commitments. We expect that these derivative financial instruments will experience changes in fair
value that will either fully or partially offset the changes in fair value of the derivative loan
commitments.
20
Market
Risk - Trading Activities
From a market risk perspective, our net income is exposed to changes in interest rates, credit
spreads, foreign exchange rates, equity and commodity prices and their implied volatilities. The
primary purpose of our trading businesses is to accommodate customers in the management of their
market price risks. Also, we take positions based on market expectations or to benefit from price
differences between financial instruments and markets, subject to risk limits established and
monitored by Corporate ALCO. All securities, foreign exchange transactions, commodity transactions
and derivatives used in our trading businesses are carried at fair value. The Institutional Risk
Committee establishes and monitors counterparty risk limits. The credit risk amount and estimated
net fair value of all customer accommodation derivatives at March 31, 2007, and December 31, 2006,
are included in Note 20 (Derivatives) to Financial Statements. Open, at risk positions for all
trading business are monitored by Corporate ALCO.
The standardized approach for monitoring and reporting market risk for the trading activities is
the value-at-risk (VAR) metrics complemented with factor analysis and stress testing. VAR measures
the worst expected loss over a given time interval and within a given confidence interval. We
measure and report daily VAR at a 99% confidence interval based on actual changes in rates and
prices over the past 250 days. The analysis captures all financial instruments that are considered
trading positions. The average one-day VAR throughout first quarter 2007 was $12 million, with a
lower bound of $10 million and an upper bound of $14 million.
Market
Risk - Equity Markets
We are directly and indirectly affected by changes in the equity markets. We make and manage direct
equity investments in start-up businesses, emerging growth companies, management buy-outs,
acquisitions and corporate recapitalizations. We also invest in non-affiliated funds that make
similar private equity investments. These private equity investments are made within capital
allocations approved by management and the Board of Directors (the Board). The Board reviews
business developments, key risks and historical returns for the private equity investments at least
annually. Management reviews these investments at least quarterly and assesses them for possible
other-than-temporary impairment. For nonmarketable investments, the analysis is based on facts and
circumstances of each individual investment and the expectations for that investments cash flows
and capital needs, the viability of its business model and our exit strategy. Private equity
investments totaled $1.75 billion at March 31, 2007, and $1.67 billion at December 31, 2006.
We also have marketable equity securities in the available for sale investment portfolio, including
securities relating to our venture capital activities. We manage these investments within capital
risk limits approved by management and the Board and monitored by Corporate ALCO. Gains and losses
on these securities are recognized in net income when realized and other-than-temporary impairment
may be periodically recorded when identified. The initial indicator of impairment for marketable
equity securities is a sustained decline in market price below the amount recorded for that
investment. We consider a variety of factors such as: the length of time and the extent to which
the market value has been less than cost; the issuers financial condition, capital strength, and
near-term prospects; any recent events specific to that issuer and economic conditions of its
industry; and our investment horizon in relationship to an anticipated near-term recovery in the
stock price, if any. The fair value of marketable equity
21
securities
was $765 million and cost was $591 million at March 31, 2007, and $796 million and $592
million, respectively, at December 31, 2006.
Changes in equity market prices may also indirectly affect our net income (1) by affecting the
value of third party assets under management and, hence, fee income, (2) by affecting particular
borrowers, whose ability to repay principal and/or interest may be affected by the stock market, or
(3) by affecting brokerage activity, related commission income and other business activities. Each
business line monitors and manages these indirect risks.
Liquidity and Funding
The objective of effective liquidity management is to ensure that we can meet customer loan
requests, customer deposit maturities/withdrawals and other cash commitments efficiently under both
normal operating conditions and under unpredictable circumstances of industry or market stress. To
achieve this objective, Corporate ALCO establishes and monitors liquidity guidelines that require
sufficient asset-based liquidity to cover potential funding requirements and to avoid
over-dependence on volatile, less reliable funding markets. We set these guidelines for both the
consolidated balance sheet and for the Parent to ensure that the Parent is a source of strength for
its regulated, deposit-taking banking subsidiaries.
Debt securities in the securities available for sale portfolio provide asset liquidity, in addition
to the immediately liquid resources of cash and due from banks and federal funds sold, securities
purchased under resale agreements and other short-term investments. Asset liquidity is further
enhanced by our ability to sell or securitize loans in secondary markets through whole-loan sales
and securitizations.
Core customer deposits have historically provided a sizeable source of relatively stable and
low-cost funds. Additional funding is provided by long-term debt (including trust preferred
securities), other foreign deposits and short-term borrowings (federal funds purchased, securities
sold under repurchase agreements, commercial paper and other short-term borrowings).
Liquidity is also available through our ability to raise funds in a variety of domestic and
international money and capital markets. We access capital markets for long-term funding by issuing
registered debt, private placements and asset-backed secured funding. Rating agencies base their
ratings on many quantitative and qualitative factors, including capital adequacy, liquidity, asset
quality, business mix and level and quality of earnings. In September 2003, Moodys Investors
Service rated Wells Fargo Bank, N.A. as Aaa, its highest investment grade, and rated the
Companys senior debt as Aa1. In July 2005, Dominion Bond Rating Service raised the Companys
senior debt rating to AA from AA(low). In February 2007, Standard & Poors Ratings Services
raised Wells Fargo Bank, N.A.s credit rating to AAA from AA+, and raised the Companys senior
debt rating to AA+ from AA. Wells Fargo Bank, N.A. is now the only U.S. bank to have the
highest possible credit rating from both Moodys and S&P.
Parent. Under SEC rules effective December 1, 2005, the Parent is classified as a well-known
seasoned issuer, which allows it to file a registration statement that does not have a limit on
issuance capacity. Well-known seasoned issuers generally include those companies with a public
float of common equity of at least $700 million or those companies that have issued at least $1
billion in aggregate principal amount of non-convertible securities, other than common
22
equity, in the last three years. However, the Parents ability to issue debt and other securities
under a registration statement filed with the SEC under these new rules is limited by the debt
issuance authority granted by the Board. The Parent is currently authorized by the Board to issue
$25 billion in outstanding short-term debt and $95 billion in outstanding long-term debt, subject
to a total outstanding debt limit of $110 billion. In June 2006, the Parents registration
statement with the SEC for issuance of senior and subordinated notes, preferred stock and other
securities became effective. During first quarter 2007, the Parent issued a total of $9.2 billion
of registered senior notes. We used the proceeds from securities issued in first quarter 2007 for
general corporate purposes and expect that the proceeds in the future will also be used for general
corporate purposes. The Parent also issues commercial paper from time to time, subject to its
short-term debt limit.
Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. is authorized by its board of directors to issue $20
billion in outstanding short-term debt and $40 billion in outstanding long-term debt. In March
2003, Wells Fargo Bank, N.A. established a $50 billion bank note program under which, subject to
any other debt outstanding under the limits described above, it may issue $20 billion in
outstanding short-term senior notes and $30 billion in long-term senior notes. Securities are
issued under this program as private placements in accordance with Office of the Comptroller of the
Currency (OCC) regulations. Wells Fargo Bank, N.A. did not issue any debt in first quarter 2007.
Wells Fargo Financial. In January 2006, Wells Fargo Financial Canada Corporation (WFFCC), a
wholly-owned Canadian subsidiary of Wells Fargo Financial, Inc. (WFFI), qualified for distribution
with the provincial securities exchanges in Canada $7.0 billion (Canadian) of issuance authority.
WFFI did not issue any debt in first quarter 2007. At March 31, 2007, the remaining issuance
capacity for WFFCC was $5.4 billion (Canadian).
CAPITAL MANAGEMENT
We have an active program for managing stockholder capital. We use capital to fund organic growth,
acquire banks and other financial services companies, pay dividends and repurchase our shares. Our
objective is to produce above-market long-term returns by opportunistically using capital when
returns are perceived to be high and issuing/accumulating capital when such costs are perceived to
be low.
From time to time the Board of Directors authorizes the Company to repurchase shares of our common
stock. Although we announce when the Board authorizes share repurchases, we typically do not give
any public notice before we repurchase our shares. Various factors determine the amount and timing
of our share repurchases, including our capital requirements, the number of shares we expect to
issue for acquisitions and employee benefit plans, market conditions (including the trading price
of our stock), and legal considerations. These factors can change at any time, and there can be no
assurance as to the number of shares we will repurchase or when we will repurchase them.
Historically, our policy has been to repurchase shares under the safe harbor conditions of Rule
10b-18 of the Exchange Act including a limitation on the daily volume of repurchases. Rule 10b-18
imposes an additional daily volume limitation on share repurchases during a pending merger or
acquisition in which shares of our stock will constitute some or all of the
23
consideration. Our management may determine that during a pending stock merger or acquisition when
the safe harbor would otherwise be available, it is in our best interest to repurchase shares in
excess of this additional daily volume limitation. In such cases, we intend to repurchase shares in
compliance with the other conditions of the safe harbor, including the standing daily volume
limitation that applies whether or not there is a pending stock merger or acquisition.
In 2006, the Board authorized the repurchase of up to 50 million additional shares of our
outstanding common stock. In March 2007, the Board authorized the repurchase of up to 75 million
additional shares of our common stock. During first quarter 2007, we repurchased approximately 47
million shares of our common stock. At March 31, 2007, the total remaining common stock repurchase
authority was approximately 90 million shares. (For additional information regarding share
repurchases and repurchase authorizations, see Part II Item 2 of this Report.)
Our potential sources of capital include retained earnings and issuances of common and preferred
stock. In first quarter 2007, retained earnings increased $1.2 billion, predominantly resulting
from net income of $2.2 billion, less dividends of $0.9 billion. In first quarter 2007, we issued
$576 million of common stock (including shares issued for our ESOP plan) under various employee
benefit and director plans and under our dividend reinvestment and direct stock repurchase
programs.
At March 31, 2007, the Company and each of our subsidiary banks were well capitalized under the
applicable regulatory capital adequacy guidelines. For additional information see Note 19
(Regulatory and Agency Capital Requirements) to Financial Statements.
24
RISK FACTORS
An investment in the Company has risk. In addition, in accordance with the Private Securities
Litigation Reform Act of 1995, we caution you that actual results may differ from forward-looking
statements about our future financial and business performance contained in this Report and other
reports we file with the SEC and in other Company communications. This Report contains
forward-looking statements that:
|
|
|
we expect in 2007 higher but manageable credit losses in our home equity loan
portfolio; |
|
|
|
|
our loan impairment analysis of GNMA loans indicated only modest loss potential; |
|
|
|
|
we expect FIN 48 will cause more volatility in our effective tax rate from quarter to
quarter; |
|
|
|
|
it is reasonably possible that the total unrecognized tax benefit as of January 1,
2007, could decrease by an estimated $380 million by December 31, 2007, as a result of
expiration of statutes of limitations and potential settlements with federal and state
taxing authorities and that this benefit could be substantially offset by new tax matters
arising during the same period; |
|
|
|
|
we expect the amount of nonaccrual loans will change due to portfolio growth, portfolio
seasoning, routine problem loan recognition and resolution through collections, sales or
charge-offs; |
|
|
|
we expect the provision for credit losses for consumer loans, absent a significant
credit event, to closely follow the level of related net charge-offs; |
|
|
|
|
we believe the election to measure new prime mortgages held for sale and other
interests held at fair value will reduce certain timing differences and better match
changes in the value of these interests with changes in the value of derivatives used to
hedge these interests; |
|
|
|
|
we expect changes in the fair value of derivative financial instruments used to hedge
derivative loan commitments will fully or partially offset changes in the fair value of
such commitments; |
|
|
|
|
we expect to use the proceeds of securities issued in the future for general corporate
purposes; |
|
|
|
|
we expect to complete one pending business combination transaction in second quarter
2007; |
|
|
|
|
we do not expect to be required to make a minimum contribution in 2007 for the Cash
Balance Plan; |
|
|
|
|
we expect to recover our affordable housing investments over time through realization
of federal low-income housing tax credits; |
|
|
|
|
we do not expect the amount of any additional consideration that may be payable in
connection with previous acquisitions to be material; and |
|
|
|
|
we expect $20 million of deferred net gains on derivatives in other comprehensive
income at March 31, 2007, will be reclassified as earnings in the next 12 months. |
This Report also includes various statements about the estimated impact on our earnings from
simulated changes in interest rates.
25
Factors that could cause our financial results and condition to vary significantly from quarter to
quarter or cause actual results to differ from our expectations for our future financial and
business performance include:
|
|
|
lower or negative revenue growth because of our inability to sell more products to our
existing customers; |
|
|
|
|
decreased demand for our products and services because of an economic slowdown; |
|
|
|
|
reduced fee income from our brokerage and asset management businesses because of a fall
in stock market prices; |
|
|
|
|
lower net interest margin, decreased mortgage loan originations and reductions in the
value of our MSRs because of changes in interest rates; |
|
|
|
|
reduced earnings due to higher credit losses generally and specifically because: |
|
° |
|
losses in our consumer auto loan portfolio remain at or above historic levels
notwithstanding our collections and underwriting efforts; and/or |
|
|
° |
|
losses in our residential real estate loan portfolio (including home equity)
are greater than expected due to declining home values, increasing interest rates,
increasing unemployment or other economic factors; |
|
|
|
reduced earnings because of changes in the value of our venture capital investments; |
|
|
|
|
changes in our accounting policies or in accounting standards; |
|
|
|
|
reduced earnings from not realizing the expected benefits of acquisitions or from
unexpected difficulties integrating acquisitions; |
|
|
|
|
federal and state regulations; |
|
|
|
|
reputational damage from negative publicity; |
|
|
|
|
fines, penalties and other negative consequences from regulatory violations, even
inadvertent or unintentional violations; |
|
|
|
|
the loss of checking and saving account deposits to alternative investments such as the
stock market and higher-yielding fixed income investments; and |
|
|
|
|
fiscal and monetary policies of the Federal Reserve Board. |
Refer to our 2006 Form 10-K, including Risk Factors, for information about these factors. Refer
also to this Report, including the discussion under Risk Management in the Financial Review
section, for additional risk factors and other information that may supplement or modify the
discussion of risk factors in our 2006 Form 10-K.
26
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by SEC rules, the Companys management evaluated the effectiveness, as of March 31,
2007, of the Companys disclosure controls and procedures. The Companys chief executive officer
and chief financial officer participated in the evaluation. Based on this evaluation, the Companys
chief executive officer and chief financial officer concluded that the Companys disclosure
controls and procedures were effective as of March 31, 2007.
Internal Control Over Financial Reporting
Internal control over financial reporting is defined in Rule 13a-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the
companys principal executive and principal financial officers and effected by the companys board
of directors, management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles (GAAP) and includes those
policies and procedures that:
|
|
|
pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of assets of the company; |
|
|
|
|
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and |
|
|
|
|
provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the companys assets that could have a material effect
on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate. No change occurred during
first quarter 2007 that has materially affected, or is reasonably likely to materially affect, the
Companys internal control over financial reporting.
27
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Trading assets |
|
$ |
53 |
|
|
$ |
69 |
|
Securities available for sale |
|
|
686 |
|
|
|
663 |
|
Mortgages held for sale |
|
|
530 |
|
|
|
609 |
|
Loans held for sale |
|
|
15 |
|
|
|
11 |
|
Loans |
|
|
6,764 |
|
|
|
6,110 |
|
Other interest income |
|
|
91 |
|
|
|
70 |
|
|
|
|
|
|
|
|
Total interest income |
|
|
8,139 |
|
|
|
7,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
1,857 |
|
|
|
1,482 |
|
Short-term borrowings |
|
|
136 |
|
|
|
270 |
|
Long-term debt |
|
|
1,136 |
|
|
|
910 |
|
|
|
|
|
|
|
|
Total interest expense |
|
|
3,129 |
|
|
|
2,662 |
|
|
|
|
|
|
|
|
|
|
|
5,010 |
|
|
|
4,870 |
|
Provision for credit losses |
|
|
715 |
|
|
|
433 |
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses |
|
|
4,295 |
|
|
|
4,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts |
|
|
685 |
|
|
|
623 |
|
Trust and investment fees |
|
|
731 |
|
|
|
663 |
|
Card fees |
|
|
470 |
|
|
|
384 |
|
Other fees |
|
|
511 |
|
|
|
488 |
|
Mortgage banking |
|
|
790 |
|
|
|
415 |
|
Operating leases |
|
|
192 |
|
|
|
201 |
|
Insurance |
|
|
399 |
|
|
|
364 |
|
Net gains (losses) on debt securities available for sale |
|
|
31 |
|
|
|
(35 |
) |
Net gains from equity investments |
|
|
97 |
|
|
|
190 |
|
Other |
|
|
525 |
|
|
|
392 |
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
4,431 |
|
|
|
3,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries |
|
|
1,867 |
|
|
|
1,672 |
|
Incentive compensation |
|
|
742 |
|
|
|
668 |
|
Employee benefits |
|
|
665 |
|
|
|
589 |
|
Equipment |
|
|
337 |
|
|
|
335 |
|
Net occupancy |
|
|
365 |
|
|
|
336 |
|
Operating leases |
|
|
153 |
|
|
|
161 |
|
Other |
|
|
1,397 |
|
|
|
1,313 |
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
5,526 |
|
|
|
5,074 |
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX EXPENSE |
|
|
3,200 |
|
|
|
3,048 |
|
Income tax expense |
|
|
956 |
|
|
|
1,030 |
|
|
|
|
|
|
|
|
|
|
$ |
2,244 |
|
|
$ |
2,018 |
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
$ |
0.66 |
|
|
$ |
0.60 |
|
DILUTED EARNINGS PER COMMON SHARE |
|
$ |
0.66 |
|
|
$ |
0.60 |
|
DIVIDENDS DECLARED PER COMMON SHARE |
|
$ |
0.28 |
|
|
$ |
0.26 |
|
|
|
|
|
|
|
|
|
|
Average common shares outstanding |
|
|
3,376.0 |
|
|
|
3,358.3 |
|
Diluted average common shares outstanding |
|
|
3,416.1 |
|
|
|
3,395.7 |
|
|
The accompanying notes are an integral part of these statements.
28
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
|
December 31 |
, |
|
March 31 |
, |
(in millions, except shares) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
$ |
12,485 |
|
|
$ |
15,028 |
|
|
$ |
13,224 |
|
Federal funds sold, securities purchased under
resale agreements and other short-term investments |
|
|
4,668 |
|
|
|
6,078 |
|
|
|
4,954 |
|
Trading assets |
|
|
6,525 |
|
|
|
5,607 |
|
|
|
9,930 |
|
Securities available for sale |
|
|
45,443 |
|
|
|
42,629 |
|
|
|
51,195 |
|
Mortgages held for sale (includes $25,692 million
carried at fair value at March 31, 2007) |
|
|
32,286 |
|
|
|
33,097 |
|
|
|
43,521 |
|
Loans held for sale |
|
|
829 |
|
|
|
721 |
|
|
|
629 |
|
|
|
|
325,487 |
|
|
|
319,116 |
|
|
|
306,676 |
|
Allowance for loan losses |
|
|
(3,772 |
) |
|
|
(3,764 |
) |
|
|
(3,845 |
) |
|
|
|
|
|
|
|
|
|
|
Net loans |
|
|
321,715 |
|
|
|
315,352 |
|
|
|
302,831 |
|
|
|
|
|
|
|
|
|
|
|
Mortgage servicing rights: |
|
|
|
|
|
|
|
|
|
|
|
|
Measured at fair value (residential MSRs) |
|
|
17,779 |
|
|
|
17,591 |
|
|
|
13,800 |
|
Amortized |
|
|
400 |
|
|
|
377 |
|
|
|
142 |
|
Premises and equipment, net |
|
|
4,864 |
|
|
|
4,698 |
|
|
|
4,493 |
|
Goodwill |
|
|
11,275 |
|
|
|
11,275 |
|
|
|
11,050 |
|
Other assets |
|
|
27,632 |
|
|
|
29,543 |
|
|
|
36,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
485,901 |
|
|
$ |
481,996 |
|
|
$ |
492,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing deposits |
|
$ |
89,067 |
|
|
$ |
89,119 |
|
|
$ |
88,701 |
|
Interest-bearing deposits |
|
|
222,090 |
|
|
|
221,124 |
|
|
|
219,604 |
|
|
|
|
|
|
|
|
|
|
|
Total deposits |
|
|
311,157 |
|
|
|
310,243 |
|
|
|
308,305 |
|
Short-term borrowings |
|
|
13,181 |
|
|
|
12,829 |
|
|
|
21,350 |
|
Accrued expenses and other liabilities |
|
|
25,101 |
|
|
|
25,903 |
|
|
|
36,312 |
|
Long-term debt |
|
|
90,327 |
|
|
|
87,145 |
|
|
|
84,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
439,766 |
|
|
|
436,120 |
|
|
|
450,467 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock |
|
|
740 |
|
|
|
384 |
|
|
|
634 |
|
Common stock $1-2/3 par value, authorized
6,000,000,000 shares; issued 3,472,762,050 shares |
|
|
5,788 |
|
|
|
5,788 |
|
|
|
5,788 |
|
Additional paid-in capital |
|
|
7,875 |
|
|
|
7,739 |
|
|
|
7,479 |
|
Retained earnings |
|
|
36,439 |
|
|
|
35,277 |
|
|
|
31,750 |
|
Cumulative other comprehensive income |
|
|
289 |
|
|
|
302 |
|
|
|
576 |
|
Treasury stock 122,242,186 shares, 95,612,189 shares
and 115,124,934 shares |
|
|
(4,204 |
) |
|
|
(3,203 |
) |
|
|
(3,587 |
) |
Unearned ESOP shares |
|
|
(792 |
) |
|
|
(411 |
) |
|
|
(679 |
) |
|
|
|
|
|
|
|
|
|
|
Total stockholders equity |
|
|
46,135 |
|
|
|
45,876 |
|
|
|
41,961 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
485,901 |
|
|
$ |
481,996 |
|
|
$ |
492,428 |
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
29
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
other |
|
|
|
|
|
|
Unearned |
|
|
Total |
|
|
|
Number of |
|
|
Preferred |
|
|
Common |
|
|
paid-in |
|
|
Retained |
|
|
comprehensive |
|
|
Treasury |
|
|
ESOP |
|
|
stockholders' |
|
(in millions, except shares) |
|
common shares |
|
|
stock |
|
|
stock |
|
|
capital |
|
|
earnings |
|
|
income |
|
|
stock |
|
|
shares |
|
|
equity |
|
|
BALANCE DECEMBER 31, 2005 |
|
|
3,355,166,064 |
|
|
$ |
325 |
|
|
$ |
5,788 |
|
|
$ |
7,040 |
|
|
$ |
30,580 |
|
|
$ |
665 |
|
|
$ |
(3,390 |
) |
|
$ |
(348 |
) |
|
$ |
40,660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect from adoption of FAS 156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE JANUARY 1, 2006 |
|
|
3,355,166,064 |
|
|
|
325 |
|
|
|
5,788 |
|
|
|
7,040 |
|
|
|
30,681 |
|
|
|
665 |
|
|
|
(3,390 |
) |
|
|
(348 |
) |
|
|
40,761 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,018 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized losses on securities
available for sale and other interests
held, net of reclassification of
$53 million of net gains included
in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(205 |
) |
|
|
|
|
|
|
|
|
|
|
(205 |
) |
Net unrealized gains on derivatives and
hedging activities, net of reclassification
of $30 million of net gains on cash
flow hedges included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
119 |
|
|
|
|
|
|
|
|
|
|
|
119 |
|
Minimum pension liability adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
(3 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,929 |
|
Common stock issued |
|
|
19,798,358 |
|
|
|
|
|
|
|
|
|
|
|
(16 |
) |
|
|
(75 |
) |
|
|
|
|
|
|
576 |
|
|
|
|
|
|
|
485 |
|
Common stock repurchased |
|
|
(20,613,612 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(646 |
) |
|
|
|
|
|
|
(646 |
) |
Preferred stock (414,000) issued to ESOP |
|
|
|
|
|
|
414 |
|
|
|
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(443 |
) |
|
|
|
|
Preferred stock released to ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
112 |
|
|
|
105 |
|
Preferred stock (105,037) converted to common
shares |
|
|
3,286,306 |
|
|
|
(105 |
) |
|
|
|
|
|
|
9 |
|
|
|
|
|
|
|
|
|
|
|
96 |
|
|
|
|
|
|
|
|
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(874 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(874 |
) |
Tax benefit upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Stock option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Net change in deferred compensation and
related plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12 |
|
|
|
|
|
|
|
|
|
|
|
(12 |
) |
|
|
|
|
|
|
|
|
Reclassification of share-based plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
308 |
|
|
|
|
|
|
|
|
|
|
|
(211 |
) |
|
|
|
|
|
|
97 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
2,471,052 |
|
|
|
309 |
|
|
|
|
|
|
|
439 |
|
|
|
1,069 |
|
|
|
(89 |
) |
|
|
(197 |
) |
|
|
(331 |
) |
|
|
1,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE MARCH 31, 2006 |
|
|
3,357,637,116 |
|
|
$ |
634 |
|
|
$ |
5,788 |
|
|
$ |
7,479 |
|
|
$ |
31,750 |
|
|
$ |
576 |
|
|
$ |
(3,587 |
) |
|
$ |
(679 |
) |
|
$ |
41,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE DECEMBER 31, 2006 |
|
|
3,377,149,861 |
|
|
$ |
384 |
|
|
$ |
5,788 |
|
|
$ |
7,739 |
|
|
$ |
35,277 |
|
|
$ |
302 |
|
|
$ |
(3,203 |
) |
|
$ |
(411 |
) |
|
$ |
45,876 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative effect of adoption of FSP 13-2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(71 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE JANUARY 1, 2007 |
|
|
3,377,149,861 |
|
|
|
384 |
|
|
|
5,788 |
|
|
|
7,739 |
|
|
|
35,206 |
|
|
|
302 |
|
|
|
(3,203 |
) |
|
|
(411 |
) |
|
|
45,805 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive
income
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,244 |
|
Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
1 |
|
Net unrealized gains on securities
available for sale and other interests
held, net of reclassification of
$32 million of net gains included
in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18 |
|
|
|
|
|
|
|
|
|
|
|
18 |
|
Net unrealized losses on derivatives and
hedging activities, net of reclassification
of $39 million of net gains on cash
flow hedges included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(38 |
) |
|
|
|
|
|
|
|
|
|
|
(38 |
) |
Defined benefit pension plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of actuarial loss and
prior service cost included in net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,231 |
|
Common stock issued |
|
|
16,732,843 |
|
|
|
|
|
|
|
|
|
|
|
(17 |
) |
|
|
(63 |
) |
|
|
|
|
|
|
528 |
|
|
|
|
|
|
|
448 |
|
Common stock repurchased |
|
|
(47,068,819 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,631 |
) |
|
|
|
|
|
|
(1,631 |
) |
Preferred stock (484,000) issued to ESOP |
|
|
|
|
|
|
484 |
|
|
|
|
|
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(518 |
) |
|
|
-- |
|
Preferred stock released to ESOP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
137 |
|
|
|
128 |
|
Preferred stock (127,646) converted to common
shares |
|
|
3,705,979 |
|
|
|
(128 |
) |
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
120 |
|
|
|
|
|
|
|
-- |
|
Common stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(948 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(948 |
) |
Tax benefit upon exercise of stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
51 |
|
Stock option compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50 |
|
Net change in deferred compensation and
related plans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
(18 |
) |
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change |
|
|
(26,629,997 |
) |
|
|
356 |
|
|
|
|
|
|
|
136 |
|
|
|
1,233 |
|
|
|
(13 |
) |
|
|
(1,001 |
) |
|
|
(381 |
) |
|
|
330 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,350,519,864 |
|
|
$ |
740 |
|
|
$ |
5,788 |
|
|
$ |
7,875 |
|
|
$ |
36,439 |
|
|
$ |
289 |
|
|
$ |
(4,204 |
) |
|
$ |
(792 |
) |
|
$ |
46,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these statements.
30
WELLS FARGO & COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,244 |
|
|
$ |
2,018 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Provision for credit losses |
|
|
715 |
|
|
|
433 |
|
Changes in fair value of MSRs (residential) and MHFS carried at fair value |
|
|
570 |
|
|
|
(45 |
) |
Depreciation and amortization |
|
|
382 |
|
|
|
540 |
|
Other net gains |
|
|
(513 |
) |
|
|
(503 |
) |
Preferred shares released to ESOP |
|
|
128 |
|
|
|
105 |
|
Stock option compensation expense |
|
|
50 |
|
|
|
52 |
|
Excess tax benefits related to stock option payments |
|
|
(46 |
) |
|
|
(52 |
) |
Originations
of MHFS |
|
|
(54,688 |
) |
|
|
(51,280 |
) |
Proceeds from sales of and principal collected on mortgages originated for sale |
|
|
55,290 |
|
|
|
53,683 |
|
Net change in: |
|
|
|
|
|
|
|
|
Trading assets |
|
|
(936 |
) |
|
|
975 |
|
Loans originated for sale |
|
|
(108 |
) |
|
|
(17 |
) |
Deferred income taxes |
|
|
184 |
|
|
|
206 |
|
Accrued interest receivable |
|
|
(11 |
) |
|
|
(17 |
) |
Accrued interest payable |
|
|
(179 |
) |
|
|
43 |
|
Other assets, net |
|
|
3,262 |
|
|
|
(2,753 |
) |
Other accrued expenses and liabilities, net |
|
|
(673 |
) |
|
|
13,269 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
5,671 |
|
|
|
16,657 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Net change in: |
|
|
|
|
|
|
|
|
Federal funds sold, securities purchased under resale agreements
and other short-term investments |
|
|
1,410 |
|
|
|
370 |
|
Securities available for sale: |
|
|
|
|
|
|
|
|
Sales proceeds |
|
|
4,545 |
|
|
|
16,964 |
|
Prepayments and maturities |
|
|
2,244 |
|
|
|
1,644 |
|
Purchases |
|
|
(9,513 |
) |
|
|
(28,397 |
) |
Loans: |
|
|
|
|
|
|
|
|
Increase in banking subsidiaries loan originations, net of collections |
|
|
(7,367 |
) |
|
|
(8,841 |
) |
Proceeds from sales (including participations) of loans by banking subsidiaries |
|
|
983 |
|
|
|
9,244 |
|
Purchases (including participations) of loans by banking subsidiaries |
|
|
(1,068 |
) |
|
|
(1,562 |
) |
Principal collected on nonbank entities loans |
|
|
5,574 |
|
|
|
5,909 |
|
Loans originated by nonbank entities |
|
|
(5,943 |
) |
|
|
(6,908 |
) |
Net cash paid for acquisitions |
|
|
|
|
|
|
(266 |
) |
Proceeds from sales of foreclosed assets |
|
|
291 |
|
|
|
140 |
|
Other changes in MSRs |
|
|
(1,026 |
) |
|
|
(723 |
) |
Other, net |
|
|
(620 |
) |
|
|
(1,495 |
) |
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(10,490 |
) |
|
|
(13,921 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net change in: |
|
|
|
|
|
|
|
|
Deposits |
|
|
914 |
|
|
|
(6,216 |
) |
Short-term borrowings |
|
|
352 |
|
|
|
(2,542 |
) |
Long-term debt: |
|
|
|
|
|
|
|
|
Proceeds from issuance |
|
|
9,536 |
|
|
|
8,499 |
|
Repayment |
|
|
(6,356 |
) |
|
|
(3,646 |
) |
Common stock: |
|
|
|
|
|
|
|
|
Proceeds from issuance |
|
|
448 |
|
|
|
485 |
|
Repurchased |
|
|
(1,631 |
) |
|
|
(646 |
) |
Cash dividends paid |
|
|
(948 |
) |
|
|
(874 |
) |
Excess tax benefits related to stock option payments |
|
|
46 |
|
|
|
52 |
|
Other, net |
|
|
(85 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
2,276 |
|
|
|
(4,909 |
) |
|
|
|
|
|
|
|
Net change in cash and due from banks |
|
|
(2,543 |
) |
|
|
(2,173 |
) |
Cash and due from banks at beginning of quarter |
|
|
15,028 |
|
|
|
15,397 |
|
|
|
|
|
|
|
|
Cash and due from banks at end of quarter |
|
$ |
12,485 |
|
|
$ |
13,224 |
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the quarter for: |
|
|
|
|
|
|
|
|
Interest |
|
$ |
3,308 |
|
|
$ |
2,619 |
|
Income taxes |
|
|
106 |
|
|
|
90 |
|
Noncash investing and financing activities: |
|
|
|
|
|
|
|
|
Net
transfers from loans to MHFS |
|
$ |
|
|
|
$ |
14,546 |
|
Transfers from loans to foreclosed assets |
|
|
1,087 |
|
|
|
493 |
|
|
The accompanying notes are an integral part of these statements.
31
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Wells Fargo & Company is a diversified financial services company. We provide banking, insurance,
investments, mortgage banking and consumer finance through banking stores, the internet and other
distribution channels to consumers, businesses and institutions in all 50 states of the U.S. and in
other countries. When we refer to the Company, we, our or us in this Form 10-Q, we mean
Wells Fargo & Company and Subsidiaries (consolidated). Wells Fargo & Company (the Parent) is a
financial holding company and a bank holding company.
Our accounting and reporting policies conform with U.S. generally accepted accounting principles
(GAAP) and practices in the financial services industry. To prepare the financial statements in
conformity with GAAP, management must make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of the financial statements and income and expenses
during the reporting period.
The information furnished in these unaudited interim statements reflects all adjustments that are,
in the opinion of management, necessary for a fair statement of the results for the periods
presented. These adjustments are of a normal recurring nature, unless otherwise disclosed in this
Form 10-Q. The results of operations in the interim statements do not necessarily indicate the
results that may be expected for the full year. The interim financial information should be read in
conjunction with our Annual Report on Form 10-K for the year ended December 31, 2006 (2006 Form
10-K).
On January 1, 2007, we adopted the following new accounting pronouncements:
|
|
|
FIN 48 Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109; |
|
|
|
|
FSP 13-2 FASB Staff Position 13-2, Accounting for a Change or Projected Change in the
Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction; |
|
|
|
|
FAS 155 Statement of Financial Accounting Standards No. 155, Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140; |
|
|
|
|
FAS 157, Fair Value Measurements; and |
|
|
|
|
FAS 159, The Fair Value Option for Financial Assets and Financial Liabilities, including
an amendment of FASB Statement No. 115. |
The adoption of FIN 48, FAS 155, FAS 157 and FAS 159 did not have any effect on our financial
statements at the date of adoption. For additional information, see Note 11 (Income Taxes) and Note
16 (Fair Values of Assets and Liabilities) to Financial Statements.
FSP 13-2 relates to the accounting for leveraged lease transactions for which there have been cash
flow estimate changes based on when income tax benefits are recognized. Certain of our leveraged
lease transactions have been challenged by the Internal Revenue Service (IRS). We have paid the IRS
the contested income tax associated with these transactions. However, we are continuing to
vigorously defend our initial filing position as to the timing of the tax benefits associated with
these transactions. Upon adoption of FSP 13-2, we recorded a cumulative effect
32
of change in accounting principle to reduce the beginning balance of 2007 retained earnings by $71
million after tax ($115 million pre tax). Since this adjustment changes only the timing of income
tax cash flows and not the total net income for these leases, this amount will be recognized back
into income over the remaining terms of the affected leases.
Descriptions of our significant accounting policies are included in Note 1 (Summary of Significant
Accounting Policies) to Financial Statements in our 2006 Form 10-K. There have been no significant
changes to these policies, except as discussed below for mortgages held for sale and income taxes,
based on these new pronouncements.
MORTGAGES HELD FOR SALE
Mortgages held for sale (MHFS) include commercial and residential mortgages originated for sale and
securitization in the secondary market, which is our principal market, or for sale as whole loans.
Effective January 1, 2007, upon adoption of FAS 159, we elected to measure MHFS at fair value
prospectively for new prime MHFS originations. (See Note 16.) These loans are carried at fair
value, with changes in the fair value of these loans recognized in mortgage banking noninterest
income. Loan origination fees are recorded when earned, and related direct loan origination costs
and fees are recognized when incurred.
In addition, other MHFS (predominantly nonprime loans) are carried at the lower of cost or market
value. For these MHFS, direct loan origination costs and fees are deferred at origination of the
loans and recognized in mortgage banking noninterest income upon sale of the loan. Gains and losses
on loan sales (sales proceeds minus carrying value) are recorded in noninterest income.
INCOME TAXES
We file a consolidated federal income tax return and, in certain states, combined state tax
returns.
We account for income taxes in accordance with FAS 109, Accounting for Income Taxes, as interpreted
by FIN 48, resulting in two components of income tax expense: current and deferred. Current income
tax expense approximates taxes to be paid or refunded for the current period. We determine deferred
income taxes using the balance sheet method. Under this method, the net deferred tax asset or
liability is based on the tax effects of the differences between the book and tax bases of assets
and liabilities, and recognizes enacted changes in tax rates and laws. Deferred income tax expense
results from changes in deferred tax assets and liabilities between periods. Deferred tax assets
are recognized subject to management judgment that realization is more likely than not. A tax
position that meets the more likely than not recognition threshold is measured to determine the
amount of benefit to recognize. The tax position is measured at the largest amount of benefit that
is greater than 50% likely of being realized upon settlement. Foreign taxes paid are generally
applied as credits to reduce federal income taxes payable. Interest and penalties are recognized as
a component of income tax expense.
33
2. BUSINESS COMBINATIONS
We regularly explore opportunities to acquire financial services companies and businesses.
Generally, we do not make a public announcement about an acquisition opportunity until a definitive
agreement has been signed.
At March 31, 2007, we had one pending business combination with total assets of approximately $2.6
billion. We expect to complete this transaction in second quarter 2007.
3. FEDERAL FUNDS SOLD, SECURITIES PURCHASED UNDER RESALE AGREEMENTS AND OTHER SHORT-TERM INVESTMENTS
The following table provides the detail of federal funds sold, securities purchased under resale
agreements and other short-term investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
Federal funds sold and securities purchased under
resale agreements |
|
$ |
3,730 |
|
|
$ |
5,024 |
|
|
$ |
3,445 |
|
Interest-earning deposits |
|
|
361 |
|
|
|
413 |
|
|
|
904 |
|
Other short-term investments |
|
|
577 |
|
|
|
641 |
|
|
|
605 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
4,668 |
|
|
$ |
6,078 |
|
|
$ |
4,954 |
|
|
|
|
|
|
|
|
|
|
|
|
34
4. SECURITIES AVAILABLE FOR SALE
The following table provides the cost and fair value for the major categories of securities
available for sale carried at fair value. There were no securities classified as held to maturity
as of the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31, 2007 |
|
|
Dec. 31, 2006 |
|
|
Mar. 31, 2006 |
|
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
Estimated |
|
|
|
|
|
|
|
fair |
|
|
|
|
|
|
fair |
|
|
|
|
|
|
fair |
|
(in millions) |
|
Cost |
|
|
value |
|
|
Cost |
|
|
value |
|
|
Cost |
|
|
value |
|
|
Securities of U.S. Treasury and
federal agencies |
|
$ |
827 |
|
|
$ |
822 |
|
|
$ |
774 |
|
|
$ |
768 |
|
|
$ |
931 |
|
|
$ |
919 |
|
Securities of U.S. states and
political subdivisions |
|
|
3,528 |
|
|
|
3,665 |
|
|
|
3,387 |
|
|
|
3,530 |
|
|
|
2,923 |
|
|
|
3,040 |
|
Mortgage-backed securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal agencies |
|
|
30,336 |
|
|
|
30,874 |
|
|
|
26,981 |
|
|
|
27,463 |
|
|
|
34,268 |
|
|
|
34,312 |
|
Private collateralized mortgage obligations (1) |
|
|
3,865 |
|
|
|
3,921 |
|
|
|
3,989 |
|
|
|
4,046 |
|
|
|
5,628 |
|
|
|
5,730 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total mortgage-backed securities |
|
|
34,201 |
|
|
|
34,795 |
|
|
|
30,970 |
|
|
|
31,509 |
|
|
|
39,896 |
|
|
|
40,042 |
|
Other |
|
|
5,348 |
|
|
|
5,396 |
|
|
|
5,980 |
|
|
|
6,026 |
|
|
|
6,301 |
|
|
|
6,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt securities |
|
|
43,904 |
|
|
|
44,678 |
|
|
|
41,111 |
|
|
|
41,833 |
|
|
|
50,051 |
|
|
|
50,320 |
|
Marketable equity securities |
|
|
591 |
|
|
|
765 |
|
|
|
592 |
|
|
|
796 |
|
|
|
556 |
|
|
|
875 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
44,495 |
|
|
$ |
45,443 |
|
|
$ |
41,703 |
|
|
$ |
42,629 |
|
|
$ |
50,607 |
|
|
$ |
51,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Substantially all of the private collateralized mortgage obligations are AAA-rated bonds
collateralized by 1-4 family residential first mortgages. |
The following table provides the components of the estimated net unrealized gains on
securities available for sale. The estimated net unrealized gains and losses on securities
available for sale are reported on an after-tax basis as a component of cumulative other
comprehensive income.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
Estimated gross unrealized gains |
|
$ |
996 |
|
|
$ |
987 |
|
|
$ |
792 |
|
Estimated gross unrealized losses |
|
|
(48 |
) |
|
|
(61 |
) |
|
|
(204 |
) |
|
|
|
|
|
|
|
|
|
|
Estimated net unrealized gains |
|
$ |
948 |
|
|
$ |
926 |
|
|
$ |
588 |
|
|
|
|
|
|
|
|
|
|
|
|
The following table shows the net realized gains on the sales of securities from the
securities available for sale portfolio, including marketable equity securities.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
|
|
$ |
59 |
|
|
$ |
171 |
|
Gross realized losses (1) |
|
|
(7 |
) |
|
|
(85 |
) |
|
|
|
|
|
|
|
Net realized gains |
|
$ |
52 |
|
|
$ |
86 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes other-than-temporary impairment of $4 million for first quarter 2007. No
other-than-temporary impairment was recorded for first quarter 2006. |
35
5. LOANS AND ALLOWANCE FOR CREDIT LOSSES
A summary of the major categories of loans outstanding is shown in the following table. Outstanding
loan balances reflect unearned income, net deferred loan fees, and unamortized discount and premium
totaling $3,169 million, $3,113 million and $3,561 million, at March 31, 2007, December 31, 2006,
and March 31, 2006, respectively.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
$ |
72,268 |
|
|
$ |
70,404 |
|
|
$ |
63,836 |
|
Other real estate mortgage |
|
|
31,542 |
|
|
|
30,112 |
|
|
|
28,754 |
|
Real estate construction |
|
|
15,869 |
|
|
|
15,935 |
|
|
|
14,308 |
|
Lease financing |
|
|
5,494 |
|
|
|
5,614 |
|
|
|
5,402 |
|
|
|
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
125,173 |
|
|
|
122,065 |
|
|
|
112,300 |
|
Consumer: |
|
|
|
|
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
55,982 |
|
|
|
53,228 |
|
|
|
66,106 |
|
Real estate 1-4 family junior lien mortgage |
|
|
69,489 |
|
|
|
68,926 |
|
|
|
61,115 |
|
Credit card |
|
|
14,594 |
|
|
|
14,697 |
|
|
|
11,618 |
|
Other revolving credit and installment |
|
|
53,445 |
|
|
|
53,534 |
|
|
|
49,295 |
|
|
|
|
|
|
|
|
|
|
|
Total consumer |
|
|
193,510 |
|
|
|
190,385 |
|
|
|
188,134 |
|
Foreign |
|
|
6,804 |
|
|
|
6,666 |
|
|
|
6,242 |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
325,487 |
|
|
$ |
319,116 |
|
|
$ |
306,676 |
|
|
|
|
|
|
|
|
|
|
|
|
The recorded investment in impaired loans and the methodology used to measure impairment was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
Impairment measurement based on: |
|
|
|
|
|
|
|
|
|
|
|
|
Collateral value method |
|
$ |
163 |
|
|
$ |
122 |
|
|
$ |
111 |
|
Discounted cash flow method |
|
|
88 |
|
|
|
108 |
|
|
|
26 |
|
|
|
|
|
|
|
|
|
|
|
Total (1) |
|
$ |
251 |
|
|
$ |
230 |
|
|
$ |
137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $133 million, $146 million and $49 million of impaired loans with a related
allowance of $21 million, $29 million and $11 million at March 31, 2007, December 31, 2006,
and March 31, 2006, respectively. |
The average recorded investment in impaired loans was $251 million for first quarter 2007 and
$160 million for first quarter 2006.
36
The allowance for credit losses consists of the allowance for loan losses and the reserve for
unfunded credit commitments. Changes in the allowance for credit losses were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
Balance, beginning of period |
|
$ |
3,964 |
|
|
$ |
4,057 |
|
Provision for credit losses |
|
|
715 |
|
|
|
433 |
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
Commercial |
|
|
(126 |
) |
|
|
(79 |
) |
Other real estate mortgage |
|
|
(1 |
) |
|
|
(1 |
) |
Lease financing |
|
|
(7 |
) |
|
|
(9 |
) |
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
(134 |
) |
|
|
(89 |
) |
Consumer: |
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
(24 |
) |
|
|
(29 |
) |
Real estate 1-4 family junior lien mortgage |
|
|
(83 |
) |
|
|
(34 |
) |
Credit card |
|
|
(183 |
) |
|
|
(105 |
) |
Other revolving credit and installment |
|
|
(474 |
) |
|
|
(322 |
) |
|
|
|
|
|
|
|
Total consumer |
|
|
(764 |
) |
|
|
(490 |
) |
Foreign |
|
|
(62 |
) |
|
|
(74 |
) |
|
|
|
|
|
|
|
Total loan charge-offs |
|
|
(960 |
) |
|
|
(653 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and commercial real estate: |
|
|
|
|
|
|
|
|
Commercial |
|
|
24 |
|
|
|
27 |
|
Other real estate mortgage |
|
|
2 |
|
|
|
1 |
|
Real estate construction |
|
|
1 |
|
|
|
1 |
|
Lease financing |
|
|
5 |
|
|
|
6 |
|
|
|
|
|
|
|
|
Total commercial and commercial real estate |
|
|
32 |
|
|
|
35 |
|
Consumer: |
|
|
|
|
|
|
|
|
Real estate 1-4 family first mortgage |
|
|
6 |
|
|
|
3 |
|
Real estate 1-4 family junior lien mortgage |
|
|
9 |
|
|
|
8 |
|
Credit card |
|
|
31 |
|
|
|
24 |
|
Other revolving credit and installment |
|
|
149 |
|
|
|
129 |
|
|
|
|
|
|
|
|
Total consumer |
|
|
195 |
|
|
|
164 |
|
Foreign |
|
|
18 |
|
|
|
21 |
|
|
|
|
|
|
|
|
Total loan recoveries |
|
|
245 |
|
|
|
220 |
|
|
|
|
|
|
|
|
Net loan charge-offs |
|
|
(715 |
) |
|
|
(433 |
) |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
(32 |
) |
|
|
|
|
|
|
|
|
|
$ |
3,965 |
|
|
$ |
4,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
$ |
3,772 |
|
|
$ |
3,845 |
|
Reserve for unfunded credit commitments |
|
|
193 |
|
|
|
180 |
|
|
|
|
|
|
|
|
Allowance for credit losses |
|
$ |
3,965 |
|
|
$ |
4,025 |
|
|
|
|
|
|
|
|
Net loan charge-offs (annualized) as a percentage of average total loans |
|
|
0.90 |
% |
|
|
0.56 |
% |
Allowance for loan losses as a percentage of total loans |
|
|
1.16 |
% |
|
|
1.25 |
% |
Allowance for credit losses as a percentage of total loans |
|
|
1.22 |
|
|
|
1.31 |
|
|
37
6. OTHER ASSETS
The components of other assets were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
Nonmarketable equity investments: |
|
|
|
|
|
|
|
|
|
|
|
|
Private equity investments |
|
$ |
1,750 |
|
|
$ |
1,671 |
|
|
$ |
1,603 |
|
Federal bank stock |
|
|
1,325 |
|
|
|
1,326 |
|
|
|
1,370 |
|
All other |
|
|
2,199 |
|
|
|
2,240 |
|
|
|
2,054 |
|
|
|
|
|
|
|
|
|
|
|
Total nonmarketable equity investments (1) |
|
|
5,274 |
|
|
|
5,237 |
|
|
|
5,027 |
|
|
|
|
3,084 |
|
|
|
3,091 |
|
|
|
3,391 |
|
Accounts receivable |
|
|
4,781 |
|
|
|
7,522 |
|
|
|
14,066 |
|
Interest receivable |
|
|
2,581 |
|
|
|
2,570 |
|
|
|
2,296 |
|
Core deposit intangibles |
|
|
356 |
|
|
|
383 |
|
|
|
462 |
|
Foreclosed assets: |
|
|
|
|
|
|
|
|
|
|
|
|
GNMA loans (2) |
|
|
381 |
|
|
|
322 |
|
|
|
227 |
|
Other |
|
|
528 |
|
|
|
423 |
|
|
|
228 |
|
Due from customers on acceptances |
|
|
61 |
|
|
|
103 |
|
|
|
91 |
|
Other |
|
|
10,586 |
|
|
|
9,892 |
|
|
|
10,871 |
|
|
|
|
|
|
|
|
|
|
|
Total other assets |
|
$ |
27,632 |
|
|
$ |
29,543 |
|
|
$ |
36,659 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
At March 31, 2007, December 31, 2006, and March 31, 2006, $4.5 billion, $4.5 billion and
$4.4 billion, respectively, of nonmarketable equity investments, including all federal bank
stock, were accounted for at cost. |
|
(2) |
|
Consistent with regulatory reporting requirements, foreclosed assets include foreclosed real
estate securing Government National Mortgage Association (GNMA) loans. These assets are fully
collectible because the corresponding GNMA loans are insured by the Federal Housing
Administration or guaranteed by the Department of Veterans Affairs. |
Income related to nonmarketable equity investments was:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
Net gains from private equity investments |
|
$ |
76 |
|
|
$ |
69 |
|
Net losses from all other nonmarketable equity investments |
|
|
(13 |
) |
|
|
(3 |
) |
|
|
|
|
|
|
|
Net gains from nonmarketable equity investments |
|
$ |
63 |
|
|
$ |
66 |
|
|
|
|
|
|
|
|
|
38
7. INTANGIBLE ASSETS
The gross carrying amount of intangible assets and accumulated amortization was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
|
|
2007 |
|
|
2006 |
|
|
|
Gross |
|
|
Accumulated |
|
|
Gross |
|
|
Accumulated |
|
(in millions) |
|
carrying amount |
|
|
amortization |
|
|
carrying amount |
|
|
amortization |
|
|
Amortized intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MSRs (commercial) (1) |
|
$ |
496 |
|
|
$ |
96 |
|
|
$ |
194 |
|
|
$ |
52 |
|
Core deposit intangibles |
|
|
2,374 |
|
|
|
2,018 |
|
|
|
2,370 |
|
|
|
1,908 |
|
Credit card and other intangibles |
|
|
583 |
|
|
|
388 |
|
|
|
568 |
|
|
|
325 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total intangible assets |
|
$ |
3,453 |
|
|
$ |
2,502 |
|
|
$ |
3,132 |
|
|
$ |
2,285 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
17,779 |
|
|
|
|
|
|
$ |
13,800 |
|
|
|
|
|
Trademark |
|
|
14 |
|
|
|
|
|
|
|
14 |
|
|
|
|
|
|
|
|
|
(1) |
|
See Note 15 for additional information on MSRs. |
The current year and estimated future amortization expense for intangible assets as of March
31, 2007, follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core |
|
|
|
|
|
|
|
|
|
deposit |
|
|
|
|
|
|
|
(in millions) |
|
intangibles |
|
|
Other(1) |
|
|
Total |
|
|
Three months ended March 31, 2007 (actual) |
|
$ |
26 |
|
|
$ |
32 |
|
|
$ |
58 |
|
|
|
|
|
|
|
|
|
|
|
Estimate for year ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
$ |
102 |
|
|
$ |
105 |
|
|
$ |
207 |
|
2008 |
|
|
94 |
|
|
|
86 |
|
|
|
180 |
|
2009 |
|
|
86 |
|
|
|
78 |
|
|
|
164 |
|
2010 |
|
|
77 |
|
|
|
73 |
|
|
|
150 |
|
2011 |
|
|
19 |
|
|
|
63 |
|
|
|
82 |
|
2012 |
|
|
2 |
|
|
|
56 |
|
|
|
58 |
|
|
|
|
|
(1) |
|
Includes amortized commercial MSRs and credit card and other intangibles. |
We based our projections of amortization expense shown above on existing asset balances at
March 31, 2007. Future amortization expense may vary based on additional core deposit or other
intangibles acquired through business combinations.
39
8. GOODWILL
The changes in the carrying amount of goodwill as allocated to our operating segments for goodwill
impairment analysis were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community |
|
|
Wholesale |
|
|
Wells Fargo |
|
|
Consolidated |
|
(in millions) |
|
Banking |
|
|
Banking |
|
|
Financial |
|
|
Company |
|
|
|
|
$ |
7,374 |
|
|
$ |
3,047 |
|
|
$ |
366 |
|
|
$ |
10,787 |
|
Goodwill from business combinations |
|
|
11 |
|
|
|
252 |
|
|
|
|
|
|
|
263 |
|
Realignment of businesses
(primarily insurance) |
|
|
(19 |
) |
|
|
19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
$ |
7,366 |
|
|
$ |
3,318 |
|
|
$ |
366 |
|
|
$ |
11,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006 and
March 31, 2007 |
|
$ |
7,385 |
|
|
$ |
3,524 |
|
|
$ |
366 |
|
|
$ |
11,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For our goodwill impairment analysis, we allocate all of the goodwill to the individual operating
segments. For management reporting we do not allocate all of the goodwill to the individual
operating segments; some is allocated at the enterprise level. See Note 13 for further information
on management reporting. The balances of goodwill for management reporting were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Community |
|
|
Wholesale |
|
|
Wells Fargo |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Banking |
|
|
Banking |
|
|
Financial |
|
|
Enterprise |
|
|
Company |
|
|
|
|
$ |
3,519 |
|
|
$ |
1,368 |
|
|
$ |
366 |
|
|
$ |
5,797 |
|
|
$ |
11,050 |
|
|
|
$ |
3,538 |
|
|
$ |
1,574 |
|
|
$ |
366 |
|
|
$ |
5,797 |
|
|
$ |
11,275 |
|
|
40
9. PREFERRED STOCK
We are authorized to issue 20 million shares of preferred stock and 4 million shares of preference
stock, both without par value. Preferred shares outstanding rank senior to common shares both as to
dividends and liquidation preference but have no general voting rights. We have not issued any
preference shares under this authorization.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares issued and outstanding |
|
|
Carrying amount (in millions) |
|
|
Adjustable |
|
|
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
|
Mar. 31 |
, |
|
Dec. 31 |
, |
|
Mar. 31 |
, |
|
dividends rate |
|
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2006 |
|
|
Minimum |
|
|
Maximum |
|
ESOP Preferred Stock (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
363,754 |
|
|
|
|
|
|
|
|
|
|
$ |
364 |
|
|
$ |
|
|
|
$ |
|
|
|
|
10.75 |
% |
|
|
11.75 |
% |
2006 |
|
|
108,121 |
|
|
|
115,521 |
|
|
|
315,963 |
|
|
|
108 |
|
|
|
116 |
|
|
|
316 |
|
|
|
10.75 |
|
|
|
11.75 |
|
2005 |
|
|
84,284 |
|
|
|
84,284 |
|
|
|
95,184 |
|
|
|
84 |
|
|
|
84 |
|
|
|
95 |
|
|
|
9.75 |
|
|
|
10.75 |
|
2004 |
|
|
65,180 |
|
|
|
65,180 |
|
|
|
74,880 |
|
|
|
65 |
|
|
|
65 |
|
|
|
75 |
|
|
|
8.50 |
|
|
|
9.50 |
|
2003 |
|
|
44,843 |
|
|
|
44,843 |
|
|
|
52,643 |
|
|
|
45 |
|
|
|
45 |
|
|
|
53 |
|
|
|
8.50 |
|
|
|
9.50 |
|
2002 |
|
|
32,874 |
|
|
|
32,874 |
|
|
|
39,754 |
|
|
|
33 |
|
|
|
33 |
|
|
|
40 |
|
|
|
10.50 |
|
|
|
11.50 |
|
2001 |
|
|
22,303 |
|
|
|
22,303 |
|
|
|
28,263 |
|
|
|
22 |
|
|
|
22 |
|
|
|
28 |
|
|
|
10.50 |
|
|
|
11.50 |
|
2000 |
|
|
14,142 |
|
|
|
14,142 |
|
|
|
19,282 |
|
|
|
14 |
|
|
|
14 |
|
|
|
19 |
|
|
|
11.50 |
|
|
|
12.50 |
|
1999 |
|
|
4,094 |
|
|
|
4,094 |
|
|
|
6,368 |
|
|
|
4 |
|
|
|
4 |
|
|
|
6 |
|
|
|
10.30 |
|
|
|
11.30 |
|
1998 |
|
|
563 |
|
|
|
563 |
|
|
|
1,953 |
|
|
|
1 |
|
|
|
1 |
|
|
|
2 |
|
|
|
10.75 |
|
|
|
11.75 |
|
1997 |
|
|
|
|
|
|
|
|
|
|
136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9.50 |
|
|
|
10.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ESOP Preferred Stock |
|
|
740,158 |
|
|
|
383,804 |
|
|
|
634,426 |
|
|
$ |
740 |
|
|
$ |
384 |
|
|
$ |
634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(792 |
) |
|
$ |
(411 |
) |
|
$ |
(679 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Liquidation preference $1,000. At March 31, 2007, December 31, 2006, and March 31, 2006,
additional paid-in capital included $52 million, $27 million and $45 million, respectively,
related to preferred stock. |
(2) |
|
In accordance with the American Institute of Certified Public Accountants (AICPA) Statement
of Position 93-6, Employers Accounting for Employee Stock Ownership Plans, we recorded a
corresponding charge to unearned ESOP shares in connection with the issuance of the ESOP
Preferred Stock. The unearned ESOP shares are reduced as shares of the ESOP Preferred Stock
are committed to be released. |
41
10. EMPLOYEE BENEFITS
We sponsor noncontributory qualified defined benefit retirement plans including the Cash Balance
Plan. The Cash Balance Plan is an active plan that covers eligible employees (except employees of
certain subsidiaries).
We do not expect that we will be required to make a minimum contribution in 2007 for the Cash
Balance Plan. The maximum we can contribute in 2007 for the Cash Balance Plan depends on several
factors, including the finalization of participant data. Our decision on how much to contribute, if
any, depends on other factors, including the actual investment performance of plan assets. Given
these uncertainties, we cannot at this time reliably estimate the maximum deductible contribution
or the amount that we will contribute in 2007 to the Cash Balance Plan.
The net periodic benefit cost for first quarter 2007 and 2006 was:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
|
|
2007 |
|
|
2006 |
|
|
|
Pension benefits |
|
|
|
|
|
|
Pension benefits |
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
Other |
|
|
|
|
|
|
Non- |
|
|
Other |
|
(in millions) |
|
Qualified |
|
|
qualified |
|
|
benefits |
|
|
Qualified |
|
|
qualified |
|
|
benefits |
|
|
|
|
$ |
70 |
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
62 |
|
|
$ |
4 |
|
|
$ |
4 |
|
Interest cost |
|
|
61 |
|
|
|
4 |
|
|
|
10 |
|
|
|
56 |
|
|
|
4 |
|
|
|
10 |
|
Expected return on plan assets |
|
|
(113 |
) |
|
|
|
|
|
|
(9 |
) |
|
|
(105 |
) |
|
|
|
|
|
|
(8 |
) |
Amortization of net actuarial loss (1) |
|
|
8 |
|
|
|
3 |
|
|
|
1 |
|
|
|
14 |
|
|
|
2 |
|
|
|
2 |
|
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit cost |
|
$ |
26 |
|
|
$ |
11 |
|
|
$ |
5 |
|
|
$ |
27 |
|
|
$ |
10 |
|
|
$ |
7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net actuarial loss is generally amortized over five years. |
42
11. INCOME TAXES
On January 1, 2007, we adopted FIN 48, Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statement No. 109. Implementation of FIN 48 did not result in a cumulative
effect adjustment to retained earnings at the date of adoption. At January 1, 2007, the total
amount of unrecognized tax benefits was $3.1 billion, of which $1.7 billion was related to tax
benefits that, if recognized, would impact the annual effective tax rate. We recognize both
interest and penalties as a component of income tax expense. The liability for unrecognized tax
benefits included $262 million of interest and no penalties. It is reasonably possible that the
total unrecognized tax benefit as of January 1, 2007, could decrease by an estimated $380 million
by December 31, 2007, as a result of expiration of statutes of limitations and potential
settlements with federal and state taxing authorities. It is also reasonably possible that this
benefit could be substantially offset by new matters arising during the same period. The Company
files a consolidated federal income tax return and the Company and its subsidiaries file income tax
returns in various state and foreign jurisdictions. With few exceptions, we are not subject to
federal or foreign income tax examinations for taxable years prior to 2003, or state and local
examinations prior to 2002.
We expect that the adoption of FIN 48 will result in increased volatility in our annual effective
income tax rate because FIN 48 requires that any change in judgment or change in measurement of a
tax position taken in a prior annual period be recognized as a discrete event in the period in
which it occurs. The effective tax rate in first quarter 2007 was impacted by a $119 million net
reduction to income tax expense. The net decrease, including refund interest, was primarily due to
the resolution during the quarter of certain outstanding federal income tax matters for periods
prior to 2002.
43
12. EARNINGS PER COMMON SHARE
The table below shows earnings per common share and diluted earnings per common share and
reconciles the numerator and denominator of both earnings per common share calculations.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions, except per share amounts) |
|
2007 |
|
|
2006 |
|
|
|
|
$ |
2,244 |
|
|
$ |
2,018 |
|
|
|
|
|
|
|
|
EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
Average common shares outstanding (denominator) |
|
|
3,376.0 |
|
|
|
3,358.3 |
|
|
|
|
|
|
|
|
|
|
$ |
0.66 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER COMMON SHARE |
|
|
|
|
|
|
|
|
Average common shares outstanding |
|
|
3,376.0 |
|
|
|
3,358.3 |
|
Add: Stock options |
|
|
40.0 |
|
|
|
37.3 |
|
Restricted share rights |
|
|
0.1 |
|
|
|
0.1 |
|
|
|
|
|
|
|
|
Diluted average common shares outstanding (denominator) |
|
|
3,416.1 |
|
|
|
3,395.7 |
|
|
|
|
|
|
|
|
|
|
$ |
0.66 |
|
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
At March 31, 2007 and 2006, options to purchase 6.1 million and 39.2 million shares,
respectively, were outstanding but not included in the calculation of diluted earnings per common
share because the exercise price was higher than the market price, and therefore they were
antidilutive.
44
13. OPERATING SEGMENTS
We have three lines of business for management reporting: Community Banking, Wholesale Banking and
Wells Fargo Financial. The results for these lines of business are based on our management
accounting process, which assigns balance sheet and income statement items to each responsible
operating segment. This process is dynamic and, unlike financial accounting, there is no
comprehensive, authoritative guidance for management accounting equivalent to generally accepted
accounting principles. The management accounting process measures the performance of the operating
segments based on our management structure and is not necessarily comparable with similar
information for other financial services companies. We define our operating segments by product
type and customer segments. If the management structure and/or the allocation process changes,
allocations, transfers and assignments may change.
The Community Banking Group offers a complete line of diversified financial products and services
to consumers and small businesses with annual sales generally up to $20 million in which the owner
generally is the financial decision maker. Community Banking also offers investment management and
other services to retail customers and high net worth individuals, securities brokerage through
affiliates and venture capital financing. These products and services include the Wells Fargo
Advantage FundsSM, a family of mutual funds, as well as personal trust and agency
assets. Loan products include lines of credit, equity lines and loans, equipment and transportation
(recreational vehicle and marine) loans, education loans, origination and purchase of residential
mortgage loans and servicing of mortgage loans and credit cards. Other credit products and
financial services available to small businesses and their owners include receivables and inventory
financing, equipment leases, real estate financing, Small Business Administration financing,
venture capital financing, cash management, payroll services, retirement plans, Health Savings
Accounts and credit and debit card processing. Consumer and business deposit products include
checking accounts, savings deposits, market rate accounts, Individual Retirement Accounts (IRAs),
time deposits and debit cards.
Community Banking serves customers through a wide range of channels, which include traditional
banking stores, in-store banking centers, business centers and ATMs. Also, Phone BankSM
centers and the National Business Banking Center provide 24-hour telephone service. Online banking
services include single sign-on to online banking, bill pay and brokerage, as well as online
banking for small business.
The Wholesale Banking Group serves businesses across the United States with annual sales generally
in excess of $10 million. Wholesale Banking provides a complete line of commercial, corporate and
real estate banking products and services. These include traditional commercial loans and lines of
credit, letters of credit, asset-based lending, equipment leasing, mezzanine financing, high-yield
debt, international trade facilities, foreign exchange services, treasury management, investment
management, institutional fixed income and equity sales, interest rate, commodity and equity risk
management, online/electronic products such as the Commercial Electronic Office®
(CEO®) portal, insurance and investment banking services. Wholesale Banking manages and
administers institutional investments, employee benefit trusts and mutual funds, including the
Wells Fargo Advantage Funds. Wholesale Banking includes the majority ownership interest in the
Wells Fargo HSBC Trade Bank, which provides trade financing, letters of credit and collection
services and is sometimes supported by the Export-Import Bank of the United States (a public agency
of the United States offering export finance support for American-made
45
products). Wholesale Banking also supports the commercial real estate market with products and
services such as construction loans for commercial and residential development, land acquisition
and development loans, secured and unsecured lines of credit, interim financing arrangements for
completed structures, rehabilitation loans, affordable housing loans and letters of credit,
permanent loans for securitization, commercial real estate loan servicing and real estate and
mortgage brokerage services.
Wells Fargo Financial includes consumer finance and auto finance operations. Consumer finance
operations make direct consumer and real estate loans to individuals and purchase sales finance
contracts from retail merchants from offices throughout the United States, and in Canada and the
Pacific Rim. Automobile finance operations specialize in purchasing sales finance contracts
directly from automobile dealers and making loans secured by automobiles in the United States,
Canada and Puerto Rico. Wells Fargo Financial also provides credit cards and lease and other
commercial financing.
The Consolidated Company total of average assets includes unallocated goodwill balances held at the
enterprise level.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(income/expense in millions, |
|
|
|
|
|
Community |
|
|
|
|
|
|
Wholesale |
|
|
|
|
|
|
Wells Fargo |
|
|
|
|
|
|
Consolidated |
|
average balances in billions) |
|
|
|
|
|
Banking |
|
|
|
|
|
|
Banking |
|
|
|
|
|
|
Financial |
|
|
|
|
|
|
Company |
|
Quarter ended March 31, |
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
|
|
$ |
3,224 |
|
|
$ |
3,256 |
|
|
$ |
781 |
|
|
$ |
680 |
|
|
$ |
1,005 |
|
|
$ |
934 |
|
|
$ |
5,010 |
|
|
$ |
4,870 |
|
Provision (reversal of provision)
for credit losses |
|
|
306 |
|
|
|
189 |
|
|
|
13 |
|
|
|
(2 |
) |
|
|
396 |
|
|
|
246 |
|
|
|
715 |
|
|
|
433 |
|
Noninterest income |
|
|
2,847 |
|
|
|
2,143 |
|
|
|
1,265 |
|
|
|
1,096 |
|
|
|
319 |
|
|
|
446 |
|
|
|
4,431 |
|
|
|
3,685 |
|
Noninterest expense |
|
|
3,640 |
|
|
|
3,387 |
|
|
|
1,137 |
|
|
|
992 |
|
|
|
749 |
|
|
|
695 |
|
|
|
5,526 |
|
|
|
5,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income
tax expense |
|
|
2,125 |
|
|
|
1,823 |
|
|
|
896 |
|
|
|
786 |
|
|
|
179 |
|
|
|
439 |
|
|
|
3,200 |
|
|
|
3,048 |
|
Income tax expense |
|
|
593 |
|
|
|
613 |
|
|
|
298 |
|
|
|
258 |
|
|
|
65 |
|
|
|
159 |
|
|
|
956 |
|
|
|
1,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
1,532 |
|
|
$ |
1,210 |
|
|
$ |
598 |
|
|
$ |
528 |
|
|
$ |
114 |
|
|
$ |
280 |
|
|
$ |
2,244 |
|
|
$ |
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
180.8 |
|
|
$ |
190.4 |
|
|
$ |
77.9 |
|
|
$ |
67.6 |
|
|
$ |
62.7 |
|
|
$ |
53.1 |
|
|
$ |
321.4 |
|
|
$ |
311.1 |
|
Average assets (2) |
|
|
307.0 |
|
|
|
314.8 |
|
|
|
101.0 |
|
|
|
95.9 |
|
|
|
68.3 |
|
|
|
58.7 |
|
|
|
482.1 |
|
|
|
475.2 |
|
Average core deposits |
|
|
243.9 |
|
|
|
229.0 |
|
|
|
46.7 |
|
|
|
28.4 |
|
|
|
|
|
|
|
0.1 |
|
|
|
290.6 |
|
|
|
257.5 |
|
|
|
|
|
|
(1) |
|
Net interest income is the difference between interest earned on assets and the cost of
liabilities to fund those assets. Interest earned includes actual interest earned on segment
assets and, if the segment has excess liabilities, interest credits for providing funding to
other segments. The cost of liabilities includes interest expense on segment liabilities and,
if the segment does not have enough liabilities to fund its assets, a funding charge based on
the cost of excess liabilities from another segment. In general, Community Banking has excess
liabilities and receives interest credits for the funding it provides to other segments. |
(2) |
|
The Consolidated Company balance includes unallocated goodwill held at the enterprise level
of $5.8 billion for both first quarter 2007 and 2006. |
46
14. VARIABLE INTEREST ENTITIES
We are a variable interest holder in certain special-purpose entities that are consolidated because
we absorb a majority of each entitys expected losses, receive a majority of each entitys expected
returns or both. We do not hold a majority voting interest in these entities. Our consolidated
variable interest entities, substantially all of which were formed to invest in securities and to
securitize real estate investment trust securities, had approximately $3.7 billion and $3.4 billion
in total assets at March 31, 2007, and December 31, 2006, respectively. The primary activities of
these entities consist of acquiring and disposing of, and investing and reinvesting in securities,
and issuing beneficial interests secured by those securities to investors. The creditors of a
majority of these consolidated entities have no recourse against us.
We also hold variable interests greater than 20% but less than 50% in certain special-purpose
entities formed to provide affordable housing and to securitize corporate debt that had
approximately $3.7 billion and $2.9 billion in total assets at March 31, 2007, and December 31,
2006, respectively. We are not required to consolidate these entities. Our maximum exposure to loss
as a result of our involvement with these unconsolidated variable interest entities was
approximately $1.2 billion and $980 million at March 31, 2007, and December 31, 2006, respectively,
largely representing investments in entities formed to invest in affordable housing. However, we
expect to recover our investment over time, primarily through realization of federal low-income
housing tax credits.
47
15. MORTGAGE BANKING ACTIVITIES
Mortgage banking activities, included in the Community Banking and Wholesale Banking operating
segments, consist of residential and commercial mortgage originations and servicing.
Effective January 1, 2006, upon adoption of FAS 156, we remeasured our residential mortgage
servicing rights (MSRs) at fair value and recognized a pre-tax adjustment of $158 million to
residential MSRs and recorded a corresponding cumulative effect adjustment of $101 million (after
tax) to increase the 2006 beginning balance of retained earnings in stockholders equity.
The changes in residential MSRs measured using the fair value method were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
|
Fair value, beginning of quarter |
|
$ |
17,591 |
|
|
$ |
12,547 |
|
Purchases |
|
|
159 |
|
|
|
219 |
|
Servicing from securitizations or asset transfers |
|
|
828 |
|
|
|
989 |
|
|
|
|
|
|
|
|
|
|
Due to change in valuation model inputs or assumptions (1) |
|
|
(11 |
) |
|
|
522 |
|
Other changes in fair value (2) |
|
|
(788 |
) |
|
|
(477 |
) |
|
|
|
|
|
|
|
Fair value, end of quarter |
|
$ |
17,779 |
|
|
$ |
13,800 |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Principally reflects changes in discount rates and prepayment speed assumptions, mostly due
to changes in interest rates. |
(2) |
|
Represents changes due to collection/realization of expected cash flows over time. |
The changes in amortized MSRs were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
|
Balance, beginning of quarter |
|
$ |
377 |
|
|
$ |
122 |
|
Purchases (1) |
|
|
29 |
|
|
|
25 |
|
Servicing from securitizations or asset transfers (1) |
|
|
10 |
|
|
|
|
|
Amortization |
|
|
(16 |
) |
|
|
(5 |
) |
|
|
|
|
|
|
|
Balance, end of quarter (2) |
|
$ |
400 |
|
|
$ |
142 |
|
|
|
|
|
|
|
|
Fair value of amortized MSRs: |
|
|
|
|
|
|
|
|
Beginning of quarter |
|
$ |
457 |
|
|
$ |
146 |
|
End of quarter |
|
|
484 |
|
|
|
205 |
|
|
|
|
|
|
(1) |
|
Based on March 31, 2007, assumptions, the weighted-average amortization period for MSRs
added during the quarter was approximately 11.7 years. |
(2) |
|
There was no valuation allowance recorded for the periods presented. |
48
The components of our managed servicing portfolio were:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31 |
, |
(in billions) |
|
2007 |
|
|
2006 |
|
|
|
Loans serviced for others (1) |
|
$ |
1,309 |
|
|
$ |
931 |
|
Owned loans serviced (2) |
|
|
88 |
|
|
|
110 |
|
|
|
|
|
|
|
|
Total owned servicing |
|
|
1,397 |
|
|
|
1,041 |
|
Sub-servicing |
|
|
26 |
|
|
|
25 |
|
|
|
|
|
|
|
|
Total managed servicing portfolio |
|
$ |
1,423 |
|
|
$ |
1,066 |
|
|
|
|
|
|
|
|
Ratio of MSRs to related loans serviced for others |
|
|
1.39 |
% |
|
|
1.50 |
% |
|
|
|
|
|
(1) |
|
Consists of 1-4 family first mortgage and commercial mortgage loans.
|
(2) |
|
Consists of mortgages held for sale and 1-4 family first mortgage loans. |
The components of mortgage banking noninterest income were:
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Servicing fees (1) |
|
$ |
1,054 |
|
|
$ |
747 |
|
Changes in fair value of residential MSRs: |
|
|
|
|
|
|
|
|
Due to changes in valuation model inputs or assumptions (2) |
|
|
(11 |
) |
|
|
522 |
|
Other changes in fair value (3) |
|
|
(788 |
) |
|
|
(477 |
) |
Amortization |
|
|
(16 |
) |
|
|
(5 |
) |
Net derivative losses from economic hedges (4) |
|
|
(23 |
) |
|
|
(706 |
) |
|
|
|
|
|
|
|
Total servicing income, net |
|
|
216 |
|
|
|
81 |
|
Net gains on mortgage loan origination/sales activities |
|
|
495 |
|
|
|
273 |
|
All other |
|
|
79 |
|
|
|
61 |
|
|
|
|
|
|
|
|
Total mortgage banking noninterest income |
|
$ |
790 |
|
|
$ |
415 |
|
|
|
|
|
|
|
|
Market-related valuation changes to MSRs, net of hedge results (2) + (4) |
|
$ |
(34 |
) |
|
$ |
(184 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes contractually specified servicing fees, late charges and other ancillary revenues. |
(2) |
|
Principally reflects changes in discount rates and prepayment speed assumptions, mostly due
to changes in interest rates. |
(3) |
|
Represents changes due to collection/realization of expected cash flows over time. |
(4) |
|
Represents results from free-standing derivatives (economic hedges) used to hedge the risk of
changes in fair value of MSRs. See Note 20 Free-Standing Derivatives for additional
discussion and detail. |
49
16. FAIR VALUES OF ASSETS AND LIABILITIES
Effective January 1, 2007, upon adoption of FAS 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment of FASB Statement No. 115, we elected to measure
mortgages held for sale (MHFS) at fair value prospectively for new prime MHFS originations for
which an active secondary market and readily available market prices currently exist to reliably
support fair value pricing models used for these loans. We also elected to remeasure at fair value
certain of our other interests held related to residential loan sales and securitizations. We
believe the election for MHFS and other interests held (which are now hedged with free-standing
derivatives (economic hedges) along with our MSRs) will reduce certain timing differences and
better match changes in the value of these assets with changes in the value of derivatives used as
economic hedges for these assets. There was no transition adjustment required upon adoption of FAS
159 for MHFS because we continued to account for MHFS originated prior to 2007 at the lower of cost
or market value. At December 31, 2006, the book value of other interests held was equal to fair
value and, therefore, a transition adjustment was not required. Upon adoption of FAS 159, we were
also required to adopt FAS 157, Fair Value Measurements.
In accordance with FAS 157, we group our financial assets and financial liabilities measured at
fair value in three levels, based on the markets in which the assets and liabilities are traded and
the reliability of the assumptions used to determine fair value. These levels are:
|
|
|
Level 1 Valuations for assets and liabilities traded in active exchange
markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury, other
U.S. government and agency mortgage-backed securities that are traded by dealers or brokers
in active markets. Valuations are obtained from readily available pricing sources for
market transactions involving identical assets or liabilities. |
|
|
|
|
Level 2 Valuations for assets and liabilities traded in less active dealer
or broker markets. For example, MHFS are valued based on what securitization markets are
currently offering for mortgage loans with similar characteristics. Valuations are obtained
from third party pricing services for identical or comparable assets or liabilities. |
|
|
|
|
Level 3 Valuations for assets and liabilities that are derived from other
valuation methodologies, including option pricing models, discounted cash flow models and
similar techniques, and not based on market exchange, dealer, or broker traded
transactions. Level 3 valuations incorporate certain assumptions and projections in
determining the fair value assigned to such assets or liabilities. |
50
The table below presents the balances of assets and liabilities measured at fair value on a
recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
|
|
|
$ |
6,525 |
|
|
$ |
1,572 |
|
|
$ |
4,599 |
|
|
$ |
354 |
|
Securities available for sale |
|
|
45,443 |
|
|
|
32,412 |
|
|
|
10,223 |
|
|
|
2,808 |
|
Mortgages held for sale |
|
|
25,692 |
|
|
|
|
|
|
|
25,692 |
|
|
|
|
|
Mortgage servicing rights (residential) |
|
|
17,779 |
|
|
|
|
|
|
|
|
|
|
|
17,779 |
|
Other assets |
|
|
538 |
|
|
|
470 |
|
|
|
58 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
95,977 |
|
|
$ |
34,454 |
|
|
$ |
40,572 |
|
|
$ |
20,951 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(3,056 |
) |
|
$ |
(1,285 |
) |
|
$ |
(1,460 |
) |
|
$ |
(311 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Derivatives represent a major portion of this category. |
The changes in Level 3 assets and liabilities measured at fair value on a recurring basis are
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2007 |
|
|
|
Trading |
|
|
|
|
|
|
Mortgage |
|
|
|
|
|
|
Other |
|
|
|
assets |
|
|
Securities |
|
|
servicing |
|
|
Net derivative |
|
|
liabilities |
|
|
|
(excluding |
|
|
available |
|
|
rights |
|
|
assets and |
|
|
(excluding |
|
(in millions) |
|
derivatives) |
|
|
for sale |
|
|
(residential) |
|
|
liabilities |
|
|
derivatives) |
|
|
|
Balance, beginning of quarter |
|
$ |
360 |
|
|
$ |
3,447 |
|
|
$ |
17,591 |
|
|
$ |
(68 |
) |
|
$ |
(282 |
) |
Total net gains (losses) included in net income |
|
|
(41 |
) |
|
|
|
|
|
|
(799 |
) |
|
|
17 |
|
|
|
(6 |
) |
Purchases, sales, issuances and settlements, net |
|
|
34 |
|
|
|
(639 |
) |
|
|
987 |
|
|
|
|
|
|
|
39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of quarter |
|
$ |
353 |
|
|
$ |
2,808 |
|
|
$ |
17,779 |
|
|
$ |
(51 |
) |
|
$ |
(249 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net losses included in net income relating
to assets held at March 31, 2007 (1) |
|
$ |
(25 |
)(2) |
|
$ |
|
|
|
$ |
(10 |
)(3) |
|
$ |
(43 |
)(2) |
|
$ |
(6 |
)(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents only net losses that are due to changes in economic conditions and managements
estimates of fair value and excludes changes due to the collection/realization of cash flows
over time. |
(2) |
|
Included in other noninterest income in the income statement. |
(3) |
|
Included in mortgage banking in the income statement. |
51
Also, we may be required, from time to time, to measure certain other financial assets at fair
value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually
result from application of lower-of-cost-or-market accounting or write-downs of individual assets.
For assets measured at fair value on a nonrecurring basis in first quarter 2007 that were still
held in the balance sheet at quarter end, the following table provides the level of valuation
assumptions used to determine each adjustment and the carrying value of the related individual
assets or portfolios at quarter end.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
|
Carrying value at March 31, 2007 |
|
|
Total |
|
(in millions) |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
losses |
|
|
|
|
|
$ |
5,023 |
|
|
$ |
|
|
|
$ |
5,023 |
|
|
$ |
|
|
|
$ |
(66 |
) |
Loans (1) |
|
|
592 |
|
|
|
|
|
|
|
592 |
|
|
|
|
|
|
|
(575 |
) |
Private equity investments |
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
3 |
|
|
|
(5 |
) |
Foreclosed assets (2) |
|
|
225 |
|
|
|
|
|
|
|
225 |
|
|
|
|
|
|
|
(89 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
(735 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents carrying value and related write-downs of loans for which adjustments are based on
the appraised value of the collateral. The carrying value of loans fully charged-off, the
majority of which are unsecured lines and loans, is zero. |
(2) |
|
Represents the fair value and related losses of foreclosed real estate and other collateral
owned that were measured at fair value subsequent to their initial classification as
foreclosed assets. |
Fair Value Option
The following table reflects the differences between fair value carrying amount of mortgages held
for sale measured at fair value under FAS 159 and the aggregate unpaid principal amount we are
contractually entitled to receive at maturity.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
Excess of fair |
|
|
|
|
|
|
|
|
|
|
|
value carrying |
|
|
|
|
|
|
|
Aggregate |
|
|
amount over |
|
|
|
Fair value |
|
|
unpaid |
|
|
(under) unpaid |
|
(in millions) |
|
carrying amount |
|
|
principal |
|
|
principal |
|
|
|
Mortgages held for sale reported at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
Total loans |
|
$ |
25,692 |
|
|
$ |
25,417 |
|
|
$ |
275 |
(1) |
Nonaccrual loans |
|
|
30 |
|
|
|
35 |
|
|
|
(5 |
) |
Loans 90 days or more past due and still accruing |
|
|
5 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
(1) |
|
The excess of fair value carrying amount over unpaid principal includes changes in fair value
recorded at and subsequent to funding, gains and losses on the related loan commitment prior
to funding, and premiums on acquired loans. |
52
The assets accounted for under FAS 159 are initially measured at fair value. Gains and losses
from initial measurement and subsequent changes in fair value are recognized in earnings. The
changes in fair values related to initial measurement and subsequent changes in fair value that are
included in current period earnings for these assets measured at fair value are shown, by income
statement line item, below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2007 |
|
|
|
|
|
|
|
Other |
|
|
|
Mortgages |
|
|
interests |
|
(in millions) |
|
held for sale |
|
|
held |
|
|
|
Changes in fair value included in net income: |
|
|
|
|
|
|
|
|
Mortgage banking noninterest income: |
|
|
|
|
|
|
|
|
Net gains on mortgage loan origination/sales activities |
|
$ |
229 |
|
|
$ |
|
|
Other noninterest income |
|
|
|
|
|
|
(41 |
) |
|
|
Interest income on mortgages held for sale measured at fair value is calculated based on the
note rate of the loan and is recorded in interest income in the income statement.
53
17. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS
Following are the condensed consolidating financial statements of the Parent and Wells Fargo
Financial Inc. and its wholly-owned subsidiaries (WFFI). The Wells Fargo Financial business segment
for management reporting (see Note 13) consists of WFFI and other affiliated consumer finance
entities managed by WFFI that are included within other consolidating subsidiaries in the following
tables.
Condensed Consolidating Statement of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
Dividends from subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
$ |
1,558 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(1,558 |
) |
|
$ |
|
|
Nonbank |
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
(4 |
) |
|
|
|
|
Interest income from loans |
|
|
|
|
|
|
1,354 |
|
|
|
5,421 |
|
|
|
(11 |
) |
|
|
6,764 |
|
Interest income from subsidiaries |
|
|
852 |
|
|
|
|
|
|
|
|
|
|
|
(852 |
) |
|
|
|
|
Other interest income |
|
|
34 |
|
|
|
26 |
|
|
|
1,317 |
|
|
|
(2 |
) |
|
|
1,375 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
2,448 |
|
|
|
1,380 |
|
|
|
6,738 |
|
|
|
(2,427 |
) |
|
|
8,139 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,060 |
|
|
|
(203 |
) |
|
|
1,857 |
|
Short-term borrowings |
|
|
59 |
|
|
|
110 |
|
|
|
218 |
|
|
|
(251 |
) |
|
|
136 |
|
Long-term debt |
|
|
897 |
|
|
|
453 |
|
|
|
197 |
|
|
|
(411 |
) |
|
|
1,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
956 |
|
|
|
563 |
|
|
|
2,475 |
|
|
|
(865 |
) |
|
|
3,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,492 |
|
|
|
817 |
|
|
|
4,263 |
|
|
|
(1,562 |
) |
|
|
5,010 |
|
Provision for credit losses |
|
|
|
|
|
|
282 |
|
|
|
433 |
|
|
|
|
|
|
|
715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after
provision for credit losses |
|
|
1,492 |
|
|
|
535 |
|
|
|
3,830 |
|
|
|
(1,562 |
) |
|
|
4,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee income nonaffiliates |
|
|
|
|
|
|
80 |
|
|
|
2,317 |
|
|
|
|
|
|
|
2,397 |
|
Other |
|
|
31 |
|
|
|
77 |
|
|
|
1,938 |
|
|
|
(12 |
) |
|
|
2,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
31 |
|
|
|
157 |
|
|
|
4,255 |
|
|
|
(12 |
) |
|
|
4,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
4 |
|
|
|
307 |
|
|
|
2,963 |
|
|
|
|
|
|
|
3,274 |
|
Other |
|
|
20 |
|
|
|
312 |
|
|
|
1,932 |
|
|
|
(12 |
) |
|
|
2,252 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
24 |
|
|
|
619 |
|
|
|
4,895 |
|
|
|
(12 |
) |
|
|
5,526 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF
SUBSIDIARIES |
|
|
1,499 |
|
|
|
73 |
|
|
|
3,190 |
|
|
|
(1,562 |
) |
|
|
3,200 |
|
Income tax expense (benefit) |
|
|
(11 |
) |
|
|
34 |
|
|
|
933 |
|
|
|
|
|
|
|
956 |
|
Equity in undistributed income of
subsidiaries |
|
|
734 |
|
|
|
|
|
|
|
|
|
|
|
(734 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,244 |
|
|
$ |
39 |
|
|
$ |
2,257 |
|
|
$ |
(2,296 |
) |
|
$ |
2,244 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
54
Condensed Consolidating Statement of Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
Dividends from subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
$ |
595 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(595 |
) |
|
$ |
|
|
Nonbank |
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
(5 |
) |
|
|
|
|
Interest income from loans |
|
|
|
|
|
|
1,290 |
|
|
|
4,829 |
|
|
|
(9 |
) |
|
|
6,110 |
|
Interest income from subsidiaries |
|
|
754 |
|
|
|
|
|
|
|
|
|
|
|
(754 |
) |
|
|
|
|
Other interest income |
|
|
28 |
|
|
|
23 |
|
|
|
1,371 |
|
|
|
|
|
|
|
1,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income |
|
|
1,382 |
|
|
|
1,313 |
|
|
|
6,200 |
|
|
|
(1,363 |
) |
|
|
7,532 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,482 |
|
|
|
|
|
|
|
1,482 |
|
Short-term borrowings |
|
|
109 |
|
|
|
94 |
|
|
|
272 |
|
|
|
(205 |
) |
|
|
270 |
|
Long-term debt |
|
|
706 |
|
|
|
408 |
|
|
|
147 |
|
|
|
(351 |
) |
|
|
910 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
815 |
|
|
|
502 |
|
|
|
1,901 |
|
|
|
(556 |
) |
|
|
2,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
567 |
|
|
|
811 |
|
|
|
4,299 |
|
|
|
(807 |
) |
|
|
4,870 |
|
Provision for credit losses |
|
|
|
|
|
|
272 |
|
|
|
161 |
|
|
|
|
|
|
|
433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after
provision for credit losses |
|
|
567 |
|
|
|
539 |
|
|
|
4,138 |
|
|
|
(807 |
) |
|
|
4,437 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fee income nonaffiliates |
|
|
|
|
|
|
64 |
|
|
|
2,094 |
|
|
|
|
|
|
|
2,158 |
|
Other |
|
|
(23 |
) |
|
|
66 |
|
|
|
1,499 |
|
|
|
(15 |
) |
|
|
1,527 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest income |
|
|
(23 |
) |
|
|
130 |
|
|
|
3,593 |
|
|
|
(15 |
) |
|
|
3,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and benefits |
|
|
33 |
|
|
|
285 |
|
|
|
2,611 |
|
|
|
|
|
|
|
2,929 |
|
Other |
|
|
(2 |
) |
|
|
211 |
|
|
|
2,158 |
|
|
|
(222 |
) |
|
|
2,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total noninterest expense |
|
|
31 |
|
|
|
496 |
|
|
|
4,769 |
|
|
|
(222 |
) |
|
|
5,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCOME BEFORE INCOME TAX
EXPENSE (BENEFIT) AND EQUITY
IN UNDISTRIBUTED INCOME OF SUBSIDIARIES |
|
|
513 |
|
|
|
173 |
|
|
|
2,962 |
|
|
|
(600 |
) |
|
|
3,048 |
|
Income tax expense (benefit) |
|
|
(34 |
) |
|
|
64 |
|
|
|
1,000 |
|
|
|
|
|
|
|
1,030 |
|
Equity in undistributed income of subsidiaries |
|
|
1,471 |
|
|
|
|
|
|
|
|
|
|
|
(1,471 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,018 |
|
|
$ |
109 |
|
|
$ |
1,962 |
|
|
$ |
(2,071 |
) |
|
$ |
2,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents due from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary banks |
|
$ |
15,900 |
|
|
$ |
308 |
|
|
$ |
|
|
|
$ |
(16,208 |
) |
|
$ |
|
|
Nonaffiliates |
|
|
79 |
|
|
|
116 |
|
|
|
16,958 |
|
|
|
|
|
|
|
17,153 |
|
Securities available for sale |
|
|
866 |
|
|
|
1,821 |
|
|
|
42,762 |
|
|
|
(6 |
) |
|
|
45,443 |
|
Mortgages and loans held for sale |
|
|
|
|
|
|
|
|
|
|
33,115 |
|
|
|
|
|
|
|
33,115 |
|
|
|
|
|
|
|
|
47,473 |
|
|
|
278,372 |
|
|
|
(358 |
) |
|
|
325,487 |
|
Loans to subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
|
(3,400 |
) |
|
|
|
|
Nonbank |
|
|
48,565 |
|
|
|
543 |
|
|
|
|
|
|
|
(49,108 |
) |
|
|
|
|
Allowance for loan losses |
|
|
|
|
|
|
(1,204 |
) |
|
|
(2,568 |
) |
|
|
|
|
|
|
(3,772 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans |
|
|
51,965 |
|
|
|
46,812 |
|
|
|
275,804 |
|
|
|
(52,866 |
) |
|
|
321,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
43,591 |
|
|
|
|
|
|
|
|
|
|
|
(43,591 |
) |
|
|
|
|
Nonbank |
|
|
4,847 |
|
|
|
|
|
|
|
|
|
|
|
(4,847 |
) |
|
|
|
|
Other assets |
|
|
6,926 |
|
|
|
1,694 |
|
|
|
61,497 |
|
|
|
(1,642 |
) |
|
|
68,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
124,174 |
|
|
$ |
50,751 |
|
|
$ |
430,136 |
|
|
$ |
(119,160 |
) |
|
$ |
485,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
327,365 |
|
|
$ |
(16,208 |
) |
|
$ |
311,157 |
|
Short-term borrowings |
|
|
20 |
|
|
|
8,314 |
|
|
|
18,725 |
|
|
|
(13,878 |
) |
|
|
13,181 |
|
Accrued expenses and other liabilities |
|
|
3,993 |
|
|
|
1,507 |
|
|
|
21,634 |
|
|
|
(2,033 |
) |
|
|
25,101 |
|
Long-term debt |
|
|
68,591 |
|
|
|
37,940 |
|
|
|
17,115 |
|
|
|
(33,319 |
) |
|
|
90,327 |
|
Indebtedness to subsidiaries |
|
|
5,435 |
|
|
|
|
|
|
|
|
|
|
|
(5,435 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
78,039 |
|
|
|
47,761 |
|
|
|
384,839 |
|
|
|
(70,873 |
) |
|
|
439,766 |
|
Stockholders equity |
|
|
46,135 |
|
|
|
2,990 |
|
|
|
45,297 |
|
|
|
(48,287 |
) |
|
|
46,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
124,174 |
|
|
$ |
50,751 |
|
|
$ |
430,136 |
|
|
$ |
(119,160 |
) |
|
$ |
485,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56
Condensed Consolidating Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
subsidiaries |
|
|
Eliminations |
|
|
Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents due from: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Subsidiary banks |
|
$ |
15,366 |
|
|
$ |
196 |
|
|
$ |
14 |
|
|
$ |
(15,576 |
) |
|
$ |
|
|
Nonaffiliates |
|
|
75 |
|
|
|
273 |
|
|
|
17,830 |
|
|
|
|
|
|
|
18,178 |
|
Securities available for sale |
|
|
847 |
|
|
|
1,768 |
|
|
|
48,586 |
|
|
|
(6 |
) |
|
|
51,195 |
|
Mortgages and loans held for sale |
|
|
|
|
|
|
25 |
|
|
|
44,125 |
|
|
|
|
|
|
|
44,150 |
|
|
|
|
1 |
|
|
|
46,026 |
|
|
|
261,535 |
|
|
|
(886 |
) |
|
|
306,676 |
|
Loans to subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
3,400 |
|
|
|
|
|
|
|
|
|
|
|
(3,400 |
) |
|
|
|
|
Nonbank |
|
|
45,118 |
|
|
|
330 |
|
|
|
|
|
|
|
(45,448 |
) |
|
|
|
|
Allowance for loan losses |
|
|
|
|
|
|
(1,326 |
) |
|
|
(2,519 |
) |
|
|
|
|
|
|
(3,845 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans |
|
|
48,519 |
|
|
|
45,030 |
|
|
|
259,016 |
|
|
|
(49,734 |
) |
|
|
302,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments in subsidiaries: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank |
|
|
38,451 |
|
|
|
|
|
|
|
|
|
|
|
(38,451 |
) |
|
|
|
|
Nonbank |
|
|
4,595 |
|
|
|
|
|
|
|
|
|
|
|
(4,595 |
) |
|
|
|
|
Other assets |
|
|
7,100 |
|
|
|
1,290 |
|
|
|
68,908 |
|
|
|
(1,224 |
) |
|
|
76,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
114,953 |
|
|
$ |
48,582 |
|
|
$ |
438,479 |
|
|
$ |
(109,586 |
) |
|
$ |
492,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
$ |
|
|
|
$ |
|
|
|
$ |
323,880 |
|
|
$ |
(15,575 |
) |
|
$ |
308,305 |
|
Short-term borrowings |
|
|
68 |
|
|
|
7,476 |
|
|
|
25,717 |
|
|
|
(11,911 |
) |
|
|
21,350 |
|
Accrued expenses and other liabilities |
|
|
3,310 |
|
|
|
1,158 |
|
|
|
33,836 |
|
|
|
(1,992 |
) |
|
|
36,312 |
|
Long-term debt |
|
|
65,230 |
|
|
|
37,343 |
|
|
|
14,707 |
|
|
|
(32,780 |
) |
|
|
84,500 |
|
Indebtedness to subsidiaries |
|
|
4,384 |
|
|
|
|
|
|
|
|
|
|
|
(4,384 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
72,992 |
|
|
|
45,977 |
|
|
|
398,140 |
|
|
|
(66,642 |
) |
|
|
450,467 |
|
Stockholders equity |
|
|
41,961 |
|
|
|
2,605 |
|
|
|
40,339 |
|
|
|
(42,944 |
) |
|
|
41,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
114,953 |
|
|
$ |
48,582 |
|
|
$ |
438,479 |
|
|
$ |
(109,586 |
) |
|
$ |
492,428 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
57
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsidiaries/ |
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
eliminations |
|
|
Company |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
$ |
754 |
|
|
$ |
511 |
|
|
$ |
4,406 |
|
|
$ |
5,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales proceeds |
|
|
115 |
|
|
|
107 |
|
|
|
4,323 |
|
|
|
4,545 |
|
Prepayments and maturities |
|
|
|
|
|
|
77 |
|
|
|
2,167 |
|
|
|
2,244 |
|
Purchases |
|
|
(52 |
) |
|
|
(276 |
) |
|
|
(9,185 |
) |
|
|
(9,513 |
) |
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in banking subsidiaries loan
originations, net of collections |
|
|
|
|
|
|
(414 |
) |
|
|
(6,953 |
) |
|
|
(7,367 |
) |
Proceeds from sales (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
|
|
|
|
983 |
|
|
|
983 |
|
Purchases (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
|
|
|
|
(1,068 |
) |
|
|
(1,068 |
) |
Principal collected on nonbank entities loans |
|
|
|
|
|
|
4,570 |
|
|
|
1,004 |
|
|
|
5,574 |
|
Loans originated by nonbank entities |
|
|
|
|
|
|
(4,734 |
) |
|
|
(1,209 |
) |
|
|
(5,943 |
) |
Net repayments from (advances to) nonbank entities |
|
|
(518 |
) |
|
|
|
|
|
|
518 |
|
|
|
|
|
Capital notes and term loans made to subsidiaries |
|
|
(1,933 |
) |
|
|
|
|
|
|
1,933 |
|
|
|
|
|
Principal collected on notes/loans made to subsidiaries |
|
|
1,900 |
|
|
|
|
|
|
|
(1,900 |
) |
|
|
|
|
Net decrease (increase) in investment in subsidiaries |
|
|
(71 |
) |
|
|
|
|
|
|
71 |
|
|
|
|
|
Other, net |
|
|
|
|
|
|
(11 |
) |
|
|
66 |
|
|
|
55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(559 |
) |
|
|
(681 |
) |
|
|
(9,250 |
) |
|
|
(10,490 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
914 |
|
|
|
914 |
|
Short-term borrowings |
|
|
446 |
|
|
|
606 |
|
|
|
(700 |
) |
|
|
352 |
|
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance |
|
|
9,235 |
|
|
|
1,500 |
|
|
|
(1,199 |
) |
|
|
9,536 |
|
Repayment |
|
|
(6,019 |
) |
|
|
(2,049 |
) |
|
|
1,712 |
|
|
|
(6,356 |
) |
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance |
|
|
448 |
|
|
|
|
|
|
|
|
|
|
|
448 |
|
Repurchased |
|
|
(1,631 |
) |
|
|
|
|
|
|
|
|
|
|
(1,631 |
) |
Cash dividends paid |
|
|
(948 |
) |
|
|
|
|
|
|
|
|
|
|
(948 |
) |
Excess tax benefits related to stock option payments |
|
|
46 |
|
|
|
|
|
|
|
|
|
|
|
46 |
|
Other, net |
|
|
(2 |
) |
|
|
67 |
|
|
|
(150 |
) |
|
|
(85 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
1,575 |
|
|
|
124 |
|
|
|
577 |
|
|
|
2,276 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and due from banks |
|
|
1,770 |
|
|
|
(46 |
) |
|
|
(4,267 |
) |
|
|
(2,543 |
) |
Cash and due from banks at beginning of quarter |
|
|
14,209 |
|
|
|
470 |
|
|
|
349 |
|
|
|
15,028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks at end of quarter |
|
$ |
15,979 |
|
|
$ |
424 |
|
|
$ |
(3,918 |
) |
|
$ |
12,485 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
58
Condensed Consolidating Statement of Cash Flows
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
consolidating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
subsidiaries/ |
|
|
Consolidated |
|
(in millions) |
|
Parent |
|
|
WFFI |
|
|
eliminations |
|
|
Company |
|
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by operating activities |
|
$ |
(134 |
) |
|
$ |
263 |
|
|
$ |
16,528 |
|
|
$ |
16,657 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales proceeds |
|
|
50 |
|
|
|
140 |
|
|
|
16,774 |
|
|
|
16,964 |
|
Prepayments and maturities |
|
|
1 |
|
|
|
43 |
|
|
|
1,600 |
|
|
|
1,644 |
|
Purchases |
|
|
(5 |
) |
|
|
(201 |
) |
|
|
(28,191 |
) |
|
|
(28,397 |
) |
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in banking subsidiaries loan
originations, net of collections |
|
|
|
|
|
|
(309 |
) |
|
|
(8,532 |
) |
|
|
(8,841 |
) |
Proceeds from sales (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
50 |
|
|
|
9,194 |
|
|
|
9,244 |
|
Purchases (including participations) of loans by
banking subsidiaries |
|
|
|
|
|
|
(202 |
) |
|
|
(1,360 |
) |
|
|
(1,562 |
) |
Principal collected on nonbank entities loans |
|
|
|
|
|
|
4,994 |
|
|
|
915 |
|
|
|
5,909 |
|
Loans originated by nonbank entities |
|
|
|
|
|
|
(6,165 |
) |
|
|
(743 |
) |
|
|
(6,908 |
) |
Net repayments from (advances to) nonbank entities |
|
|
1,593 |
|
|
|
|
|
|
|
(1,593 |
) |
|
|
|
|
Capital notes and term loans made to subsidiaries |
|
|
(2,905 |
) |
|
|
|
|
|
|
2,905 |
|
|
|
|
|
Principal collected on notes/loans made to subsidiaries |
|
|
829 |
|
|
|
|
|
|
|
(829 |
) |
|
|
|
|
Net decrease (increase) in investment in subsidiaries |
|
|
(2 |
) |
|
|
|
|
|
|
2 |
|
|
|
|
|
Net cash paid for acquisitions |
|
|
|
|
|
|
|
|
|
|
(266 |
) |
|
|
(266 |
) |
Other, net |
|
|
|
|
|
|
624 |
|
|
|
(2,332 |
) |
|
|
(1,708 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used by investing activities |
|
|
(439 |
) |
|
|
(1,026 |
) |
|
|
(12,456 |
) |
|
|
(13,921 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
|
|
|
|
|
|
|
|
(6,216 |
) |
|
|
(6,216 |
) |
Short-term borrowings |
|
|
396 |
|
|
|
(1,529 |
) |
|
|
(1,409 |
) |
|
|
(2,542 |
) |
Long-term debt: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance |
|
|
7,328 |
|
|
|
3,580 |
|
|
|
(2,409 |
) |
|
|
8,499 |
|
Repayment |
|
|
(1,521 |
) |
|
|
(1,296 |
) |
|
|
(829 |
) |
|
|
(3,646 |
) |
Common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance |
|
|
485 |
|
|
|
|
|
|
|
|
|
|
|
485 |
|
Repurchased |
|
|
(646 |
) |
|
|
|
|
|
|
|
|
|
|
(646 |
) |
Cash dividends paid |
|
|
(874 |
) |
|
|
|
|
|
|
|
|
|
|
(874 |
) |
Excess tax benefits related to stock option payments |
|
|
52 |
|
|
|
|
|
|
|
|
|
|
|
52 |
|
Other, net |
|
|
|
|
|
|
3 |
|
|
|
(24 |
) |
|
|
(21 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided (used) by financing activities |
|
|
5,220 |
|
|
|
758 |
|
|
|
(10,887 |
) |
|
|
(4,909 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and due from banks |
|
|
4,647 |
|
|
|
(5 |
) |
|
|
(6,815 |
) |
|
|
(2,173 |
) |
Cash and due from banks at beginning of quarter |
|
|
10,794 |
|
|
|
474 |
|
|
|
4,129 |
|
|
|
15,397 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks at end of quarter |
|
$ |
15,441 |
|
|
$ |
469 |
|
|
$ |
(2,686 |
) |
|
$ |
13,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
59
18. GUARANTEES
We provide significant guarantees to third parties including standby letters of credit, various
indemnification agreements, guarantees accounted for as derivatives, additional consideration
related to business combinations and contingent performance guarantees.
We issue standby letters of credit, which include performance and financial guarantees, for
customers in connection with contracts between the customers and third parties. Standby letters of
credit assure that the third parties will receive specified funds if customers fail to meet their
contractual obligations. We are obligated to make payment if a customer defaults. Standby letters
of credit were $12.1 billion at March 31, 2007, and $12.0 billion at December 31, 2006, including
financial guarantees of $6.3 billion and $7.2 billion, respectively, that we had issued or
purchased participations in. Standby letters of credit are net of participations sold to other
institutions of $1.4 billion at March 31, 2007, and $2.8 billion at December 31, 2006. We consider
the credit risk in standby letters of credit in determining the allowance for credit losses.
Deferred fees for these standby letters of credit were not significant to our financial statements.
We also had commitments for commercial and similar letters of credit of $926 million at March 31,
2007, and $801 million at December 31, 2006.
We enter into indemnification agreements in the ordinary course of business under which we agree to
indemnify third parties against any damages, losses and expenses incurred in connection with legal
and other proceedings arising from relationships or transactions with us. These relationships or
transactions include those arising from service as a director or officer of the Company,
underwriting agreements relating to our securities, securities lending, acquisition agreements, and
various other business transactions or arrangements. Because the extent of our obligations under
these agreements depends entirely upon the occurrence of future events, our potential future
liability under these agreements is not fully determinable.
We write options, floors and caps. Periodic settlements occur on floors and caps based on market
conditions. The fair value of the written options liability in our balance sheet was $740 million
at March 31, 2007, and $556 million at December 31, 2006. The aggregate written floors and caps
liability was $88 million and $86 million, respectively. Our ultimate obligation under written
options, floors and caps is based on future market conditions and is only quantifiable at
settlement. The notional value related to written options was $47.1 billion at March 31, 2007, and
$47.3 billion at December 31, 2006, and the aggregate notional value related to written floors and
caps was $11.7 billion and $11.9 billion, respectively. We offset substantially all options written
to customers with purchased options.
We also enter into credit default swaps under which we buy loss protection from or sell loss
protection to a counterparty in the event of default of a reference obligation. The carrying amount
of the contracts sold was a liability of $9 million at March 31, 2007, and $2 million at December
31, 2006. The maximum amount we would be required to pay under the swaps in which we sold
protection, assuming all reference obligations default at a total loss, without recoveries, was
$698 million and $599 million, based on notional value, at March 31, 2007, and December 31, 2006,
respectively. We purchased credit default swaps of comparable notional amounts to mitigate the
exposure of the written credit default swaps at March 31, 2007, and December 31, 2006. These
purchased credit default swaps had terms (i.e., used the same reference obligation and maturity)
that would offset our exposure from the written default swap contracts in which we are providing
protection to a counterparty.
60
In connection with certain brokerage, asset management, insurance agency and other acquisitions we
have made, the terms of the acquisition agreements provide for deferred payments or additional
consideration based on certain performance targets. At March 31, 2007, and December 31, 2006, the
amount of additional consideration we expected to pay was not significant to our financial
statements.
We have entered into various contingent performance guarantees through credit risk participation
arrangements with remaining terms up to 22 years. We will be required to make payments under these
guarantees if a customer defaults on its obligation to perform under certain credit agreements with
third parties. The extent of our obligations under these guarantees depends entirely on future
events and was contractually limited to an aggregate liability of approximately $100 million at
March 31, 2007, and $125 million at December 31, 2006.
61
19. REGULATORY AND AGENCY CAPITAL REQUIREMENTS
The Company and each of its subsidiary banks are subject to various regulatory capital adequacy
requirements administered by the Federal Reserve Board (FRB) and the Office of the Comptroller of
the Currency, respectively.
We do not consolidate our wholly-owned trusts (the Trusts) formed solely to issue trust preferred
securities. The amount of trust preferred securities issued by the Trusts that was includable in
Tier 1 capital in accordance with FRB risk-based capital guidelines was $3.5 billion at March 31,
2007. The junior subordinated debentures held by the Trusts were included in the Companys
long-term debt.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To be well capitalized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
under the FDICIA |
|
|
|
|
|
|
|
|
|
|
|
For capital |
|
|
prompt corrective |
|
|
|
Actual |
|
|
adequacy purposes |
|
|
action provisions |
|
(in billions) |
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
Amount |
|
|
Ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
$ |
50.7 |
|
|
|
12.10 |
% |
|
³ |
$33.5 |
|
|
³ |
8.00 |
% |
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
40.0 |
|
|
|
11.78 |
|
|
³ |
27.2 |
|
|
³ |
8.00 |
|
|
³ |
$34.0 |
|
|
³ |
10.00 |
% |
Tier 1 capital (to risk-weighted assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
$ |
36.5 |
|
|
|
8.70 |
% |
|
³ |
$16.8 |
|
|
³ |
4.00 |
% |
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
28.9 |
|
|
|
8.50 |
|
|
³ |
13.6 |
|
|
³ |
4.00 |
|
|
³ |
$20.4 |
|
|
³ |
6.00 |
% |
Tier 1 capital (to average assets) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Leverage ratio) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo & Company |
|
$ |
36.5 |
|
|
|
7.83 |
% |
|
³ |
$18.6 |
|
|
³ |
4.00 |
%(1) |
|
|
|
|
|
|
|
|
Wells Fargo Bank, N.A. |
|
|
28.9 |
|
|
|
7.51 |
|
|
³ |
15.4 |
|
|
³ |
4.00 |
(1) |
|
³ |
$19.2 |
|
|
³ |
5.00 |
% |
|
|
|
|
(1) |
|
The leverage ratio consists of Tier 1 capital divided by quarterly average total assets,
excluding goodwill and certain other items. The minimum leverage ratio guideline is 3% for
banking organizations that do not anticipate significant growth and that have well-diversified
risk, excellent asset quality, high liquidity, good earnings, effective management and
monitoring of market risk and, in general, are considered top-rated, strong banking
organizations. |
As an approved seller/servicer, Wells Fargo Bank, N.A., through its mortgage banking division,
is required to maintain minimum levels of shareholders equity, as specified by various agencies,
including the United States Department of Housing and Urban Development, Government National
Mortgage Association, Federal Home Loan Mortgage Corporation and Federal National Mortgage
Association. At March 31, 2007, Wells Fargo Bank, N.A. met these requirements.
62
20. DERIVATIVES
Fair Value Hedges
We use interest rate swaps to convert certain of our fixed-rate long-term debt and certificates of
deposit to floating rates to hedge our exposure to interest rate risk. We also enter into
cross-currency swaps and cross-currency interest rate swaps to hedge our exposure to foreign
currency risk and interest rate risk associated with the issuance of non-U.S. dollar denominated
debt. The ineffective portion of these fair value hedges is recorded as part of other noninterest
income in the income statement. In addition, we use derivatives, such as Treasury and LIBOR futures
and swaptions, to hedge changes in fair value due to changes in interest rates of our commercial
real estate mortgage loans held for sale. The ineffective portion of these fair value hedges is
recorded as part of mortgage banking noninterest income in the income statement. For fair value
hedges of long-term debt, certificates of deposit, foreign currency and commercial real estate
loans, all parts of each derivatives gain or loss due to the hedged risk are included in the
assessment of hedge effectiveness.
We enter into equity collars to lock in share prices between specified levels for certain equity
securities. As permitted, we include the intrinsic value only (excluding time value) when assessing
hedge effectiveness. The net derivative gain or loss related to the equity collars is recorded in
other noninterest income in the income statement.
At March 31, 2007, all designated fair value hedges continued to qualify as fair value hedges.
Cash Flow Hedges
We hedge floating-rate senior debt against future interest rate increases by using interest rate
swaps to convert floating-rate senior debt to fixed rates and by using interest rate caps and
floors to limit variability of rates. With the issuance of FAS 159, derivatives used to hedge the
forecasted sales of certain MHFS, such as Treasury futures, forwards and options, Eurodollar
futures, and forward contracts, are accounted for as economic hedges. Previously, we accounted for
these derivatives as cash flow hedges under FAS 133. Gains and losses on derivatives that are
reclassified from cumulative other comprehensive income to current period earnings, are included in
the line item in which the hedged items effect in earnings is recorded. All parts of gain or loss
on these derivatives are included in the assessment of hedge effectiveness. As of March 31, 2007,
all designated cash flow hedges continued to qualify as cash flow hedges.
We expect that $20 million of deferred net gains on derivatives in other comprehensive income at
March 31, 2007, will be reclassified as earnings during the next twelve months, compared with $112
million of deferred net gains at March 31, 2006. We are hedging our exposure to the variability of
future cash flows for all forecasted transactions for a maximum of 10 years for hedges of
floating-rate senior debt.
63
The following table provides net derivative gains and losses related to fair value and cash flow
hedges resulting from the change in value of the derivatives excluded from the assessment of hedge
effectiveness and the change in value of the ineffective portion of the derivatives.
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
(in millions) |
|
2007 |
|
|
2006 |
|
|
|
Net gains (losses) from fair value hedges from: |
|
|
|
|
|
|
|
|
Change in value of derivatives excluded from
the assessment of hedge effectiveness |
|
$ |
2 |
|
|
$ |
(10 |
) |
Ineffective portion of change in value
of derivatives |
|
|
3 |
|
|
|
4 |
|
Net gains from ineffective portion of change
in the value of cash flow hedges |
|
|
25 |
|
|
|
16 |
|
|
|
Free-Standing Derivatives
We use free-standing derivatives (economic hedges), in addition to debt securities available for
sale, to hedge the risk of changes in the fair value of residential MSRs, new prime MHFS and
derivative loan commitments, with the resulting gain or loss reflected in income.
The derivatives used to hedge residential MSRs include swaps, swaptions, Treasury futures and
options, Eurodollar futures and options, and forward contracts. Net derivative losses of $23
million for first quarter 2007 and $706 million for first quarter 2006 from economic hedges related
to our mortgage servicing activities are included in the income statement in Mortgage banking.
The aggregate fair value of these derivatives used as economic hedges was a net asset of $360
million at March 31, 2007, and $157 million at December 31, 2006. Changes in fair value of debt
securities available for sale (unrealized gains and losses) are not included in servicing income,
but are reported in cumulative other comprehensive income (net of tax) or, upon sale, are reported
in net gains (losses) on debt securities available for sale.
Interest rate lock commitments for residential mortgage loans that we intend to sell are considered
free-standing derivatives. Our interest rate exposure on these derivative loan commitments, as well
as new prime MHFS carried at fair value under FAS 159, is hedged with free-standing derivatives
(economic hedges) such as Treasury futures, forwards and options, Eurodollar futures, and forward
contracts. The commitments and free-standing derivatives are carried at fair value with changes in
fair value included in the income statement in Mortgage banking. We record a zero fair value for
a derivative loan commitment at inception. Changes subsequent to inception are based on changes in
fair value of the underlying loan resulting from the exercise of the commitment and changes in the
probability that the loan will not fund within the terms of the commitment, which is affected
primarily by changes in interest rates and passage of time (referred to as a fall-out factor). The
aggregate fair value of derivative loan commitments in the balance sheet at March 31, 2007, and
December 31, 2006, was a net liability of $48 million and $65 million, respectively, and is
included in the caption Interest rate contracts under Customer Accommodation, Trading and Other
Free-Standing Derivatives in the following table. Net derivative losses of $73 million for first
quarter 2007 from economic hedges related to derivative loan commitments and MHFS are included in
the income statement in Mortgage
64
banking. The aggregate fair value of these derivatives used as economic hedges was a net
asset of $31 million at March 31, 2007.
We also enter into various derivatives primarily to provide derivative products to customers. To a
lesser extent, we take positions based on market expectations or to benefit from price
differentials between financial instruments and markets. These derivatives are not linked to
specific assets and liabilities in the balance sheet or to forecasted transactions in an accounting
hedge relationship and, therefore, do not qualify for hedge accounting. We also enter into
free-standing derivatives for risk management that do not otherwise qualify for hedge accounting.
They are carried at fair value with changes in fair value recorded as part of other noninterest
income in the income statement. Additionally, free-standing derivatives include embedded
derivatives that are required to be separately accounted for from their host contracts.
Derivative Financial Instruments Summary Information
The total credit risk amount and estimated net fair value for derivatives at March 31, 2007, and
December 31, 2006, were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2007 |
|
|
December 31, 2006 |
|
|
|
Credit |
|
|
Estimated |
|
|
Credit |
|
|
Estimated |
|
|
|
risk |
|
|
net fair |
|
|
risk |
|
|
net fair |
|
(in millions) |
|
amount (2) |
|
|
value |
|
|
amount (2) |
|
|
value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSET/LIABILITY MANAGEMENT HEDGES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying hedge contracts accounted
for under FAS 133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
$ |
262 |
|
|
$ |
(120 |
) |
|
$ |
621 |
|
|
$ |
199 |
|
Equity contracts |
|
|
|
|
|
|
(7 |
) |
|
|
|
|
|
|
(15 |
) |
Foreign exchange contracts |
|
|
692 |
|
|
|
652 |
|
|
|
548 |
|
|
|
539 |
|
Free-standing derivatives (economic hedges) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts (1) |
|
|
863 |
|
|
|
371 |
|
|
|
715 |
|
|
|
183 |
|
Foreign exchange contracts |
|
|
93 |
|
|
|
90 |
|
|
|
136 |
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CUSTOMER ACCOMMODATION, TRADING AND
OTHER FREE-STANDING DERIVATIVES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate contracts |
|
|
1,360 |
|
|
|
212 |
|
|
|
1,454 |
|
|
|
214 |
|
Commodity contracts |
|
|
335 |
|
|
|
28 |
|
|
|
362 |
|
|
|
22 |
|
Equity contracts |
|
|
451 |
|
|
|
(1 |
) |
|
|
300 |
|
|
|
(13 |
) |
Foreign exchange contracts |
|
|
286 |
|
|
|
(6 |
) |
|
|
306 |
|
|
|
19 |
|
Credit contracts |
|
|
164 |
|
|
|
144 |
|
|
|
30 |
|
|
|
3 |
|
|
|
|
|
|
(1) |
|
Includes free-standing derivatives (economic hedges) used to hedge the risk of changes
in the fair value of residential MSRs, MHFS, interest rate lock commitments and other
interests held. |
(2) |
|
Credit risk amounts reflect the replacement cost for those contracts in a gain position in
the event of nonperformance by all counterparties. |
65
PART II OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table shows Company repurchases of its common stock for each calendar month in
the quarter ended March 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum number of |
|
|
|
Total number |
|
|
|
|
|
|
shares that may yet |
|
Calendar |
|
of shares |
|
|
Weighted-average |
|
|
be repurchased under |
|
month |
|
repurchased (1) |
|
price paid per share |
|
the authorizations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
4,420,613 |
|
|
|
$35.90 |
|
|
|
57,418,093 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February |
|
|
6,832,830 |
|
|
|
35.52 |
|
|
|
50,585,263 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March |
|
|
35,815,376 |
|
|
|
34.33 |
|
|
|
89,769,887 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
47,068,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
All shares were repurchased under three authorizations covering up to 50 million, 50
million and 75 million shares of common stock approved by the Board of Directors and publicly
announced by the Company on November 15, 2005, June 27, 2006, and March 21, 2007,
respectively. Unless modified or revoked by the Board, these authorizations do not expire. |
Item 6. Exhibits
A list of exhibits to this Form 10-Q is set forth on the Exhibit Index immediately preceding such
exhibits and is incorporated herein by reference.
The Companys SEC file number is 001-2979. On and before November 2, 1998, the Company filed
documents with the SEC under the name Norwest Corporation. The former Wells Fargo & Company filed
documents under SEC file number 001-6214.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
Dated: May 7, 2007 |
|
WELLS FARGO & COMPANY |
|
|
|
|
|
|
|
By:
|
|
/s/ RICHARD D. LEVY |
|
|
|
|
|
|
|
|
|
Richard D. Levy |
|
|
|
|
Executive Vice President and Controller |
|
|
|
|
(Principal Accounting Officer) |
66
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
3(a)
|
|
Restated Certificate of Incorporation.
|
|
Incorporated by
reference to
Exhibit 3.1 to the
Companys Current
Report on Form 8-K
filed September 28,
2006. |
|
|
|
|
|
3(b)
|
|
Certificate of Designations for the
Companys 2007 ESOP Cumulative
Convertible Preferred Stock.
|
|
Incorporated by
reference to
Exhibit 3(a) to the
Companys Current
Report on Form 8-K
filed March 19,
2007. |
|
|
|
|
|
3(c)
|
|
Certificate Eliminating the
Certificate of Designations for the
Companys 1997 ESOP Cumulative
Convertible Preferred Stock.
|
|
Incorporated by
reference to
Exhibit 3(b) to the
Companys Current
Report on Form 8-K
filed March 19,
2007. |
|
|
|
|
|
3(d)
|
|
By-Laws.
|
|
Incorporated by
reference to
Exhibit 3 to the
Companys Current
Report on Form 8-K
filed December 4,
2006. |
|
|
|
|
|
4(a)
|
|
See Exhibits 3(a) through 3(d). |
|
|
|
|
|
|
|
4(b)
|
|
The Company agrees to furnish upon
request to the Commission a copy of
each instrument defining the rights
of holders of senior and subordinated
debt of the Company. |
|
|
|
|
|
|
|
10(a)
|
|
Amendment to Long-Term Incentive
Compensation Plan, effective January
1, 2007.
|
|
Filed herewith. |
|
|
|
|
|
10(b)
|
|
Action of Human Resources Committee
Specifying Fair Market Value for
February 27, 2007, Option Grants Under
the Long-Term Incentive Compensation
Plan.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
10(c)
|
|
Amendment to Long-Term Incentive
Compensation Plan, effective February
28, 2007.
|
|
Incorporated by
reference to
Exhibit 10(a) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
10(d)
|
|
Action of Governance and Nominating
Committee Increasing Amount of
Formula Stock and Option Awards Under
Directors Stock Compensation and
Deferral Plan, effective January 1,
2007.
|
|
Incorporated by
reference to
Exhibit 10(f) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
10(e)
|
|
Amendment to Directors Stock
Compensation and Deferral Plan,
effective February 27, 2007.
|
|
Incorporated by
reference to
Exhibit 10(f) to
the Companys
Annual Report on
Form 10-K for the
year ended December
31, 2006. |
|
|
|
|
|
10(f)
|
|
Amendment to Deferred Compensation
Plan, effective January 1, 2007.
|
|
Filed herewith. |
|
|
|
|
|
10(g)
|
|
Amendment to PartnerShares Stock
Option Plan, effective January 1,
2007.
|
|
Filed herewith. |
|
|
|
|
|
12
|
|
Computation of Ratios of Earnings to
Fixed Charges:
|
|
Filed herewith. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended March 31 |
, |
|
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Including interest on deposits |
|
|
|
|
|
|
2.01 |
|
|
|
2.12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excluding interest on deposits |
|
|
|
|
|
|
3.41 |
|
|
|
3.47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|
|
|
Exhibit |
|
|
|
|
Number |
|
Description |
|
Location |
|
|
|
|
|
31(a)
|
|
Certification of principal executive
officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Filed herewith. |
|
|
|
|
|
31(b)
|
|
Certification of principal financial
officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
Filed herewith. |
|
|
|
|
|
32(a)
|
|
Certification of Periodic Financial
Report by Chief Executive Officer
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and 18 U.S.C.
§ 1350.
|
|
Furnished herewith. |
|
|
|
|
|
32(b)
|
|
Certification of Periodic Financial
Report by Chief Financial Officer
Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and 18 U.S.C.
§ 1350.
|
|
Furnished herewith. |
68